Full opinion text
OPINION & ORDER SIDNEY H. STEIN, District Judge. Contents I.Background .....524 A. The Iraqi sanctions.................................................524 B. The Oil-for-Food Programme in Design...............................525 1. The UN escrow account..........................................526 2. Oil sales .......................................................526 3. Goods purchases................................................526 C. The Oil-for-Food Programme in practice..............................526 1. Oil sales .......................................................527 2. Purchases from vendor-defendants................................528 3. BNP maintained the UN Escrow Account..........................529 4. The Programme’s end...........................................529 D. This action.........................................................529 II.Legal Standard for Motion to Dismiss 530 III. Justiciability 530 A. Article III standing.................................................530 1. Iraq has standing to recover for an injury to its proprietary interests.....................................................531 2. Iraq has no standing to pxxrsue its quasi-sovereign interests as parens patriae......................... 532 B. Act of state doctrine ............................ 533 C. Political question doctrine............................................534 IV. The Relationship Between the Current Government of Iraq and the Hussein Regime 535 A. Sovereigns may be held to account for the wrongful governmental conduct of their governments.......................................536 B. Governmental conduct is conduct taken under color of authority..........537 C. The Complaint alleges that the Hussein Regime’s Programme misconduct was governmental......................................538 D. The natxxre of the Hussein Regime’s conduct does not absolve Iraq of responsibility for that conduct......................................539 1. The Complaint does not allege that the Hussein Regime committed acts of personal misconduct as distinct from governmental misconduct ......................................539 2. The legitimacy of the Hussein Regime does not determine Iraq’s responsibility for the Regime’s conduct ..........................541 3. The legality of the Hussein Regime’s acts does not determine Iraq’s responsibility for the Regime’s conduct.....................541 V. Racketeer Influenced and Corrupt Organizations Act 542 A. Iraq alleges that defendants violated RICO by corrupting the Programme......................................................543 B. Iraq impermissibly attempts to apply the RICO statutes extraterritorially..................................................543 1. RICO claims that focus on an extratexritorial enterprise or concern extraterritorial patterns of racketeering activity are not actionable.................................................543 2. Iraq’s Complaint demonstrates that its claim is extraterritorial........544 3. Under either test, Iraq calls for an impexmissible extraterritorial application of the RICO statute.................................546 C. In pari delicto bars Iraq’s RICO claims................................546 1. Iraq’s allegations bring it within the in pari delicto doctrine...........546 2. Iraq’s purported exceptions to in pari delicto do not apply............548 D. Iraq has failed to allege proximate cause...............................549 VI. Foreign Corrupt Practices Act 551 VII. Common Law Claims 551 VIII. Conclusion ' 551 This action brings to a United States district court a foreign nation’s claims concerning the suffering of its people. The Republic of Iraq has alleged that defendants — -numerous business entities that transacted with the Government of Iraq during the rule of Saddam Hussein— conspired with the Hussein Regime to frustrate the United Nation’s Oil-for-Food Programme. The conspirators allegedly perverted the Programme into an engine of self-enrichment: the defendants seized tremendous profits and the Hussein Regime solidified its hold on power. All the while, the Iraqi people bore the brunt of the scheme. Their natural resources were plundered and sold at fire-sale prices. Food and medicines the Iraqi people had paid for arrived spoiled, if at all. The international regime designed to protect them utterly failed. Iraq has attempted to fit this wrongdoing into the mold of a civil action. At its heart, Iraq says, its case amounts to a principal seeking to recover for the harms caused to it by a wayward agent — Saddam Hussein — and his co-conspirators the defendants in this action. Iraq alleges that the defendants have violated the Racketeer Influenced and Corrupt Organizations Act and the Foreign Corrupt Practices Act, and committing numerous torts, including fraud, breach of contract, and aiding and abetting breach of fiduciary duty. Defendants have now moved to dismiss Iraq’s First Amended Complaint (“Complaint”) on a variety of theories, almost all of which touch on the relationship of Iraq to the wrongs for which it seeks relief. The parties agree that the injustices alleged were instigated and directed by Hussein and his Regime. But the parties dispute whether the Republic of Iraq must bear responsibility for the acts of the Hussein Regime and, if so, what that responsibility means for this action. The Court concludes that the Complaint alleges conduct by the Hussein Regime that, as a matter of law, is attributable to plaintiff itself, the Republic of Iraq. The alleged misconduct has a governmental character. Therefore, the conduct comes within the default rule that a regime’s governmental conduct redounds to the sovereign. The Court rejects Iraq’s view that it may sidestep responsibility because the conduct was illegal or the actors held power illegitimately. Sovereigns, however, cannot escape the consequences of their representatives’ governmental misconduct. Questions of attribution are distinct from questions of lawfulness or legitimacy. The legal relationship between Iraq and Hussein frames the case, but does not decide it. The issues that do are more commonplace. For example, the core claims of the action — RICO and RICO conspiracy — focus on extraterritorial conduct. And even if those claims were not extraterritorial, they would founder on the defense of in pari delicto or absence of allegations of proximate causation. Having engineered the wrongdoing alleged in the Complaint, and having alleged that the wrongdoing directly harmed the Pro-gramme, Iraq cannot recover from that wrongdoing. Further, the only other federal claim, brought under the Foreign Corrupt Practices Act, does not afford private plaintiffs a right of action. Finally, the Court declines to exercise supplemental jurisdiction over the remaining state law claims; they are dismissed as well. I. Background The facts below are as set forth in the Complaint and are accepted as true for purposes of this motion. A. The Iraqi sanctions In 1979, Saddam Hussein seized power in Iraq via a military coup. (Compl. ¶ 216.) The administration he put in place, referred to in the Complaint as the “Hussein Regime” (id. ¶ 2), wielded absolute control over Iraq and violently suppressed all opposition (id. ¶¶ 217-23). On August 2, 1990, Iraq invaded the neighboring state of Kuwait. (Id. ¶ 239.) The United Nations Security Council responded to the invasion by adopting sanctions against Iraq that were designed “to place the Hussein Regime under complete economic isolation.” (Id. ¶ 243.) Security Council Resolution 661 required member states to freeze Iraqi assets and prohibited trade with Iraq. (Id. ¶ 242.) Nine days after the invasion, President George H.W. Bush issued an executive order that “align[ed] the sanctions imposed by the United States with Security Council Resolution 661.” (Id. ¶ 251.) The UN sanctions remained in effect from 1990 until 2003. (Id. ¶ 292.) From the outset, the Security Council sought to “protect the [Iraqi] population from adverse effects of the sanctions policies and from the Hussein Regime itself.” (Id. ¶¶ 255, 56-64.) The Hussein Regime initially resisted these efforts. It “used the suffering of the innocent as a negotiating tool in an attempt to end the Iraq Sanctions Program.” (Id. ¶ 265.) The Regime rejected two attempts by the Security Council to authorize the sale of oil in exchange for food and medicine. (Id. ¶ 267.) The Hussein Regime eventually shifted course, however, and in 1996 it agreed to participate in the Oil-for-Food Programme that the UN had designed and implemented. (Id. ¶ 277.) B. The Oil-for-Food Programme in Design The UN Oil-for-Food Programme was designed to permit Iraq to sell its oil to third parties, as long as the proceeds were used to purchase food and medical supplies for the Iraqi population. It was an attempt to continue Iraq’s economic isolation at the same time as attempting to relieve the suffering of the Iraqi people caused, at least in part, by those sanctions. ■ (Id. ¶¶ 274, 296.) Two documents outlined the core Pro-gramme guidelines: UN Security Council Resolution 986 and the Memorandum of Understanding on the Implementation of Security Council Resolution 986 between Iraq and the UN, signed May 20, 1996 (“MOU”). Resolution 986 directly authorized UN member states to import Iraqi oil on condition that the sales be approved by a UN committee created by an earlier regulatory resolution, Resolution 661, and that the purchase price be placed into an escrow account established by the UN Secretary-General. (UN SCOR Res. 986 ¶¶1, 6 (adopted Apr. 14, 1995), Ex. 3 to Decl. of Brant W. Bishop dated Jan. 15, 2010.) The Security Council directed the Resolution 661 Committee to verify that the oil sold for a price “reasonable in light of prevailing market conditions.” (UN SCOR Res. 986 ¶ 6.) Resolution 986 further provided for escrowed monies to be spent, at “the request of the Government of Iraq,” on “medicine, health supplies, foodstuffs,” and other materials, such as those “for essential civilian needs.” (UN SCOR Res. 986 ¶ 8(a).) The resolution required that Iraq submit to the Secretary-General a plan of distribution and that the Secretary-General receive confirmation that the humanitarian goods arrived in Iraq. (Id.) The MOU, which was signed by a representative of the United Nations and a representative of the Government of Iraq, articulated the Secretary-General’s role in negotiating the terms of an escrow account with a “major international bank” (MOU ¶ 12), elaborated the mechanics of exporting oil from Iraq using the pipeline from Kirkuk, Iraq to Yumurtalik, Turkey as well as the Mina al-Bakr oil terminal (MOU ¶ 16), created a mechanism for Iraq to request letters of credit be given to its vendors (MOU ¶24), and established a process for observing the distribution of humanitarian aid (MOU ¶¶ 34-36). 1.The UN escrow account The Programme “required that all financial transactions related to the Pro-gramme pass through an [escrow] account established by the UN” (Compl. ¶ 284) to “be used to meet the humanitarian needs of the Iraqi population.” (UN SCOR Res. 986 ¶ 8.) The United Nations created, “controlled!,] and monitored” the escrow account at a New York branch of BNP Paribas, a major international bank. (Compl. ¶¶ 285-87, 975.) BNP and the UN executed an “Agreement for Banking Services” on September 12, 1996. (Id. ¶ 976.) BNP promised “not to take any instructions from any person in or acting on behalf of the Government of Iraq, or representing persons or entities in Iraq.” (Id. ¶ 990 (quotation marks omitted).) In its role as escrow bank, BNP also “confirmfed] letters of credit issued by banks retained by buyers of oil” and “issu[ed] letters of credit for the purchase of humanitarian goods.” (Id. ¶¶ 979-81.) 2.Oil sales Companies seeking to buy Iraqi oil under the Programme had to enter into a contract directly with the Iraqi State Oil Marketing Organization (“SOMO”). (Compl. ¶ 323.) The standard contract provided that the sale terms were subject to UN approval and relevant Security Council resolutions. (Id. ¶ 324.) It also provided that any assignment of rights under the contract was subject to UN approval. (Id.) The sale price, known as the Official Selling Price (“OSP”) was determined by a UN committee based on available market data and on what participating purchasers were willing to pay. (Id. ¶ 321.) The contracts required the purchasers to deposit the full amount of each purchase into the escrow account. (Id. ¶ 325.) To effectuate this, oil purchasers would provide a letter of credit “in favor of the UN Escrow Account” in the amount of the entire purchase price under the contract. (Id. ¶ 326.) 3.Goods purchases Pursuant to the Memorandum of Understanding, the Government of Iraq retained the right to choose the parties from which it would purchase goods. (MOU ¶ 22; Compl. ¶ 522.) Companies wishing to sell goods to Iraq under the Programme negotiated contracts directly with the appropriate Iraqi ministry or state-owned enterprise. (Id. ¶ 329; MOU ¶ 22.) These contracts required UN approval and conformance with the Pro-gramme’s regulations. (Compl. ¶¶ 331, 333.) After the Programme administrators approved a contract, BNP, at the UN’s direction, would execute a letter of credit in favor of the supplier of the goods. (Id. ¶ 337.) Once the UN verified the goods’ arrival in Iraq, it would inform BNP of that fact, and BNP in turn would wire payment from the escrow account to the supplier of the goods. (Id. ¶ 338.) C. The Oil-for-Food Programme in practice The Complaint alleges that the Hussein Regime was hostile to the Oil-for-Food Programme because it considered the Pro-gramme to be “economic occupation” (Compl. ¶ 302) as well as a political threat, since it “reduc[ed] the suffering of the Iraqi people,” thereby “reducpng] the political pressure to remove the Iraq Sanctions Program.” (Id. ¶ 300.) With the active assistance of defendants, the Government of Iraq used the Pro-gramme to generate hundreds of millions of dollars of cash for itself from both its sales of oil as well as its purchases of food and medicine. The alleged fraud was both intricate and simple: the Hussein Regime priced its oil below the market price in order to facilitate kickback payments from buyers, and it overpaid for food and medicine in order to facilitate side payments to it from sellers in the form of surcharges. The three groups of defendants in this action are alleged to be active participants in Hussein’s scheme: (1) The entities that purchased, directly or indirectly, Iraqi crude oil; (2) the vendors that sold humanitarian goods and supplies to Iraq through the Programme; and (3) the BNP entities that administered the UN escrow account. Together, according to the Complaint, the Regime and defendants corrupted the sale of oil, the purchase of goods, and the administration of the UN escrow account. 1. Oil sales By pricing its oil below market value, the Hussein Regime created a differential between the market price and the price it received for the oil. This differential constituted extra profit to the purchasers and was used by Hussein to reward its political allies and to negotiate kickbacks from the oil purchasers to the Regime. Simplicity itself. a. Oil vouchers as political influence From the Programme’s earliest stages the Hussein Regime allocated Iraqi oil to entities viewed as friendly to the regime and that opposed the sanctions in order to curry and solidify political support. (Compl. ¶ 356-57.) Iraq sold this oil below market price in order to ensure that its allies made an easy profit. (Id. ¶ 358.) As a result, “the primary decision-making criteria for allocating vouchers to purchase oil was to gain favor” rather than “to secure the best price to increase the amount of humanitarian aid to the Iraq people.” (Id. ¶ 357.) In addition, according to the Complaint, the recipients of Iraqi oil allocations did not have the “financial or business wherewithal” to engage in major crude oil purchases. (Id. ¶ 359.) The oil-purchasing defendants and BNP ameliorated that deficit by financing and coordinating the transactions. (Id.) Iraq would allocate oil to a particular individual or entity at a below-market contract price unwittingly approved by the UN. That individual or entity, however, was only an intermediary. The ultimate purchaser of the oil would be one of the oil-purchasing defendants. They would pay the intermediary a price greater than that provided for in the intermediary’s contract of sale with Iraq. (Id. ¶¶ 1017,1022,1024.) For example, Chevron allegedly purchased 78 million barrels of Iraqi crude through intermediaries. (Id. ¶ 421.) One of those intermediates was Bulf Drilling and Oil Services, which had been awarded an Iraqi oil allocation in May 2001. (Id. ¶ 1029.) Bulf agreed to let Chevron purchase the oil from it, and Chevron agreed to finance Bulfs purchase from Iraq. (Id. ¶¶ 1030-31.) To prevent the UN from discovering Chevron’s role in the transaction, Chevron and BNP had letters of credit issued for the purchase of Iraqi oil on behalf of Bulf. (Id. ¶¶ 1033-34.) In reality, though, those letters of credit were backed by Chevron. (Id. ¶ 1034.) b. Surcharges on oil sales A few years into the Programme, the Hussein Regime decided to generate income on oil sales outside of the proper channels. To do so, “the Hussein Regime simply demanded that anyone who wanted to purchase oil under the Programme make payments (surcharges) to bank accounts owned or controlled by the Hussein Regime.” (Compl. ¶ 363.) The amount of the surcharges varied over the life of the Programme, ranging from 10 cents to 50 cents per barrel of oil. (Id. ¶ 364.) In the Chevron example, Chevron would pay its intermediaries a premium above the official selling price. (Id. ¶ 422.) In turn, the intermediaries would pay a portion of those premiums as surcharges to the Hussein Regime. (Id. ¶¶ 422-23.) In this way, Chevron paid out approximately $20 million in indirect surcharge payments in connection with its oil purchases. (Id. ¶ 423.) Defendants made surcharge payments to Hussein Regime-controlled bank accounts in Jordan and Syria. (Id. ¶ 473.) In some instances, the surcharges were transferred to accounts of the Central Bank of Iraq, from which Central Bank employees made cash withdrawals and physically transported the cash to Iraq. (Id. ¶ 474.) The Hussein Regime ultimately received a total of $228.8 million in oil surcharges. (Id. ¶ 1101.) 2. Purchases from vendor-defendants As it did for the sale of oil, the Hussein Regime manipulated the prices of the goods it purchased through the Pro-gramme. It agreed to overpay for goods in order to create a differential between ' the market price of a good and the amount of Programme funds expended on the good. The Regime used this differential to obtain unauthorized side-payments from the vendor-defendants. a. Inland transportation fees The Hussein Regime demanded that companies selling goods within the Pro-gramme pay a transportation fee on all shipments of humanitarian goods to Iraq. (Compl. ¶ 526.) The Hussein Regime formalized its demand in a June 1999 directive to its ministries. The Regime’s Economic and Affairs Committee assigned the fees and the Ministry of Transportation oversaw their collection. (Id. ¶ 527.) The vendors of humanitarian supplies financed the transportation fees by surreptitiously charging them to Iraq’s Pro-gramme account: vendors negotiated a delivery contract with the Hussein Regime; the Hussein Regime set a transportation fee; and the vendors and the Hussein Regime consummated a finalized contract that accommodated the transportation fee in the official purchase price. (Id. ¶¶ 531, 533-34.) The Hussein Regime generally required vendors to pay the transportation fees directly to it — thus avoiding the UNcontrolled escrow account — by demanding the fee before submitting a delivery contract to the UN. (Id. ¶¶ 528, 535.) Vendors accomplished this by raising the contract price they had previously negotiated with the Hussein Regime by the value of the fee and submitting to the UN a contract reflecting the above-market price. b. After-sales-service-fees The Hussein Regime directed “Iraqi ministries and agencies” (Compl. ¶ 562) to collect additional kickbacks from vendors in the form of an “after-sales-service-fee” (id. ¶ 557). As with the transportation fee, the service fee represented money tunneled to Iraq by vendors hidden within inflated contract prices. (Id. ¶ 573.) The surcharge ranged from 2% to 30%, though “most contracts carried a 10% surcharge.” (Id. ¶¶ 561-63.) The service fees were “paid directly to the Hussein Regime.” (Id. ¶ 571.) Vendors paid the surcharge in cash, by transfer to “Regime-controlled accounts,” or by payments to “front companies controlled by individuals or companies loyal to the Hussein Regime.” (Id. ¶ 565.) “Generally, accumulated payments were transferred to Iraq in cash, usually by diplomatic pouch.” (Id.) An internal government memorandum mandated that all funds collected from the surcharge scheme be transferred to the “general treasury.” (Id. ¶ 568.) c. Consequences As a result of these fees, over the course of the Programme Iraq substantially overpaid for the goods it received relative to their market price. (Compl. ¶¶ 650-651, 653.) “[B]y the Programme’s end, prices were more than double the expected norms.” (Id. ¶ 652.) The Republic of Iraq estimates that “the Iraqi people lost more than $7 billion worth of humanitarian goods to overpricing.” (Id. ¶ 655.) Additionally, the vendors shipped Iraq “substandard” goods, including substandard “wheat, medicine, animal feed, chemicals, and vehicles.” (Id. ¶¶ 641-43.) 3. BNP maintained the UN escrow account Although the banking agreement prohibited BNP from contravening Programme rules, BNP is alleged to have done so. “BNP knew misleading disclosures were being made to the UN” in order to obtain approval for certain transactions and did not warn the UN (id. ¶ 1037), but instead, “in at least 403 instances BNP made payments from the UN Escrow Account to entities other than the named beneficiaries” of the letters of credit. (Id. ¶ 1038.) It “agreed with .many of its customers to hide the fact that they were financing the purchase of oil ... by others.” (Id. ¶ 1022.) BNP’s misconduct was motivated by the “financial opportunities from issuing letters of credit to oil purchasers,” specifically that it made money by issuing letters of credit and misused its letters of credit authority “to solidify business relationships with the oil purchasers.” (Id. ¶ 1014.) 4. The Programme’s end Resolution 661 remained in effect until the spring of 2003. UN SCOR Res. 1483 ¶ 10 (May 22, 2003). The Programme— and the alleged conspiracy to undermine and circumvent it — ended when the United States and its allies invaded Iraq and ousted the Hussein Regime by force. (Compl. ¶ 1077.) D. This action Iraq commenced this action by filing a complaint in the Southern District of New York on June 27, 2008. (Dkt. No. 1.) It filed its First Amended Complaint on July 31, 2009. (Dkt. No. 112.) Iraq channels its charges into nine claims: 1) The Racketeer Influenced and Corrupt Organization Act (“RICO”), § 1962(c) ' 2) RICO § 1962(d) 3) Foreign Corrupt Practices Act 4) Fraud 5) Civil Conspiracy 6) Breach of Fiduciary Duty 7) Inducement of Breach of Fiduciary-Duty 8) Breach of Contract 9) Unjust Enrichment Defendants subsequently moved to dismiss the Amended Complaint on the basis of standing; act of state doctrine; political question doctrine; statute of limitations; in pari delicto; as well as on the merits of each claim. BNP filed a supplemental motion identifying defenses unique to it. While the motion to dismiss was pending, Iraq moved to compel arbitration against the BNP Paribas affiliates (Dkt. No. 396) and BNP Paribas moved to enjoin any arbitration. (Dkt. No. 413.) This Court denied Iraq’s motion to compel arbitration and granted BNP Paribas’s motion to enjoin arbitration. The Republic of Iraq v. ABB AG, et al., 769 F.Supp.2d 605 (S.D.N.Y.2011). Iraq appealed and the U.S. Court of Appeals for the Second Circuit affirmed this Court’s Order on April 30, 2012. The Republic of Iraq v. BNP Paribas USA 472 Fed.Appx. 11 (2d Cir.2012). II. Legal Standard for Motion to Dismiss In evaluating a motion to dismiss pursuant to Rule 12(b)(6), a court accepts the truth of the facts alleged in the complaint and draws all reasonable inferences in the plaintiffs favor. Wilson v. Merrill Lynch & Co., 671 F.3d 120, 128 (2d Cir.2011). A complaint should be dismissed if it fails to set forth “enough facts to state a claim for relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007); Int’l Fund Mgmt. S.A. v. Citigroup Inc., 822 F.Supp.2d 368, 376 (S.D.N.Y.2011). A complaint demonstrates “facial plausibility” when it contains “factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. The plausibility standard is not akin to a ‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted unlawfully.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Twombly, 550 U.S. at 556, 127 S.Ct. 1955). III. Justiciability Defendants urge the Court to dismiss this action as non-justiciable on the grounds that (1) Iraq lacks standing to seek relief; (2) the act of state doctrine bars adjudication; and (3) the issues are political questions beyond the Court’s competence. The Court disagrees. Although Iraq does not have standing to proceed parens patriae, it has alleged an injury to its proprietary interests. And Iraq’s claims present legal questions, particularly about attribution, causation, and territoriality, that are neither political nor inappropriate to consider under the act of state doctrine. A. Article III standing Defendants contend that Iraq lacks standing to seek relief. The Court must determine standing at the outset because it is a “threshold question.” Steel Co. v. Citizens for a Better Env’t, 523 U.S. 83, 88-89, 118 S.Ct. 1003, 140 L.Ed.2d 210 (1998). Because “standing is challenged on the basis of the pleadings,” the Court “ ‘accept[s] as true all material allegations of the complaint, and must construe the complaint in favor of the complaining party.’ ” Connecticut v. Physicians Health Servs. of Conn., Inc., 287 F.3d 110, 114 (2d Cir.2002) (citations and quotation marks omitted). “It bears emphasis that under federal pleading rules, complaints need not be elaborate, and in this respect injury (and thus standing) is no different. from any other matter that may be alleged generally.” Baur v. Veneman, 352 F.3d 625, 631 (2d Cir.2003) (alterations and quotation marks omitted). “Article III of the Constitution limits the jurisdiction of federal courts to the resolution of ‘cases’ and ‘controversies.’” W.R. Huff Asset Mgmt. Co. v. Deloitte & Touche LLP, 549 F.3d 100, 106 (2d Cir.2008) (quoting U.S. Const, art. III, § 2). “In order to ensure that this bedrock case- or-controversy requirement is met, courts require that plaintiffs establish their standing as the proper parties to bring suit.” Selevan v. N.Y. Thruway Auth., 584 F.3d 82, 89 (2d Cir.2009) (alterations and quotation marks omitted). The burden is on Iraq as the party invoking federal jurisdiction, to satisfy the three elements of Article III standing, which are as follows: (1) injury-in-fact, which is a ‘concrete and particularized’ harm to a ‘legally protected interest’; (2) causation in the form of a ‘fairly traceable’ connection between the asserted injury-in-fact and the alleged actions of the defendant; and (3) redressability, or a non-speculative likelihood that the injury can be remedied by the requested relief. Id. (emphasis omitted) (quoting Lujan v. Defenders of Wildlife, 504 U.S. 555, 561, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992)). If a plaintiff lacks Article III standing, a court has no subject matter jurisdiction to hear its claims. Cent. States Se. & Sw. Areas Health & Welfare Fund v. Merck-Medco Managed Care, L.L.C., 433 F.3d 181, 198 (2d Cir.2005). In the context of the U.S. federal system, the U.S. Supreme Court has broadly grouped the interests that might support a sovereign’s standing into four classes. First, a state may seek to invoke “the power to create and enforce a legal code” or to demand recognition from other sovereigns. Alfred L. Snapp & Son, Inc. v. Puerto Rico ex rel. Barez, 458 U.S. 592, 601, 102 S.Ct. 3260, 73 L.Ed.2d 995 (1982). Second, a state is also “bound to have a variety of proprietary interests” that it can protect in the manner of a private litigant. Id. Third, a state may “attempt to pursue the interests of a private party” on behalf of that private party. Id. at 602, 102 S.Ct. 3260; Vt. Agency of Natural Res. v. United States ex rel. Stevens, 529 U.S. 765, 773, 120 S.Ct. 1858, 146 L.Ed.2d 836 (2000). Fourth, and finally, a state may pursue “quasi-sovereign” interests that “consist of a set of interests that the State has in the well-being of its populace.” Alfred L. Snapp, 458 U.S. at 602, 102 S.Ct. 3260. Iraq invokes the second and fourth interests. It “brings this action in its own right” to redress injury to its proprietary interests. (Compl. ¶ 17.) Iraq also brings this action “parens patriae, for the benefit of the Iraqi people” to redress injury to its quasi-sovereign interests. {Id.) 1. Iraq has standing to recover for an injury to its proprietary interests. Iraq alleges that defendants harmed its proprietary interests in the Programme account by directing bribes and kickbacks to the Hussein Regime (Compl. ¶¶ 1101-05) and by taking “undue profits” from oil sales in exchange for facilitating the Hussein Regime’s schemes {Id. ¶¶ 1107-08). Iraq also alleges that defendants “directly deprived the Iraqi people of about $10 billion in essential food, medicine, and other humanitarian goods” through the surcharge-bribe scheme. {Id. ¶¶ 1111, 1114.) Defendants compounded the damage by delivering Iraq substandard or overpriced goods. {Id. ¶ 1112.) Iraq had a proprietary interest in the UN escrow account funds. The account was funded “with the proceeds of the sale of Iraqi petroleum and petroleum products.” (MOU ¶ 5.) With narrow exception, those funds could be spent only at Iraq’s request. (MOU ¶ 22.) And Iraq ultimately received the balance of the UN escrow account. (UN SCOR Res. 1483 ¶ 17; Hr’g Tr. at 45.) Wrongful depletion of the UN escrow account could cause both particular and personal harm to Iraq. As compared to individual Iraqi citizens, the Republic of Iraq had a concrete, if not exclusive, interest in the funds contained within the UN escrow account. This distinguishes the Republic of Iraq’s interest in the account from the interests of the Kurdish Iraqis who sued for relief in Karim v. AWB Ltd., No. 06 Civ. 15400, 2008 WL 4450265, at *4 (S.D.N.Y. Sept. 30, 2008), aff'd 347 Fed.Appx. 714, 715-16 (2d Cir.2009). The Court cannot say that an injury to the UN escrow account would harm Iraq “in some indefinite way in common” with others, as was the circumstance for the plaintiffs in Karim. See 2008 WL 4450265, at *4. To the contrary, wrongful depletion of the UN escrow account diminished the value of an account held in Iraq’s name and for its proprietary benefit. Therefore, an invasion of the UN escrow account supports standing. See Alfred L. Snapp, 458 U.S. at 601-02,102 S.Ct. 3260. Defendant’s separate challenge to the causal component of standing reaches into the merits of Iraq’s claims. Iraq has alleged that defendants’ fraudulent conduct contributed to the diminution of its Pro-gramme account. Defendants caused this harm, for standing purposes, by convincing Iraq to sign contracts containing abusive prices and by having a “determinative or coercive effect” on the UN, which approved them. See Bennett v. Spear, 520 U.S. 154, 169, 117 S.Ct. 1154, 137 L.Ed.2d 281 (1997); Carver v. City of N.Y., 621 F.3d 221, 226 (2d Cir.2010). Thus, Iraq’s injury may be fairly traced to defendants within the meaning of Article III. True, defendants’ dissection of the causal chain — for example, noting its complexity and the Hussein Regime’s prominent role in the sequence — threatens Iraq’s ability to recover. But defendants’ attack amounts to an analysis of the merits. See Carver, 621 F.3d at 226. The Court need not consider Iraq’s other alleged proprietary injuries for the purpose of Constitutional standing. The injury to the UN escrow account supports each claim alleged by Iraq. 2. Iraq has no standing to pursue its quasi-sovereign interests as parens patriae. The Republic of Iraq also seeks redress for harms to its quasi-sovereign interests as parens patriae of the Iraqi people. While not a separate cause of action, this theory of recovery rests on injury distinct from that incurred by Iraq’s proprietary interests. Specifically, Iraq alleges that “defendants forced the Iraqi people to fund the payments of bribes designed to extend the reign of the tyrannical Regime that subjected them.” (Compl. ¶ 1119.) Further, defendants, who “siphoned off’ Programme funds, contributed to “shortages of food and medicine” that exacerbated the suffering of the Iraqi people. {Id. ¶¶ 1127, 1130.) Lastly, defendants’ conduct “eviscerated the effectiveness of the Iraq Sanctions Program and allowed the Hussein Regime to stay in power until Hussein was ousted by military action.” {Id. ¶ 1132.) The U.S. Supreme Court has recognized that “a [U.S.] State has a quasi-sovereign interest in the health and well-being — both physical and economic- — of its residents in general.” Alfred L. Snapp, 458 U.S. at 607-08, 102 S.Ct. 3260; see generally Purdue Pharma L.P. v. Kentucky, 704 F.3d 208, 214-15 (2d Cir.2013) (discussing various interests of a U.S. state that can be pursued parens patriae). On this basis, the Supreme Court has endorsed parens patriae standing for states of the Union and for Puerto Rico. Id. at 607, 102 S.Ct. 3260. But “[tjhere is no direct precedent allowing for [foreign states to sue as par-ens patriae] and the federalism concerns that animate recognition of parens patriae status in the States are simply absent.” Estados Unidos Mexicanos v. DeCoster, 229 F.3d 332, 341 (1st Cir.2000). Indeed, the U.S. Supreme Court has never recognized a foreign sovereign’s standing solely on parens patriae grounds. Id. at 336. Iraq responds that “in appropriate cases” foreign nations may proceed as par-ens patriae. (Iraq’s Opp. 24.) Iraq rests on DeCoster, in which the U.S. Court of Appeals for the First Circuit rejected Mexico’s efforts to gain parens patriae standing: “parens patriae standing should not be recognized in a foreign nation unless there is a clear indication of intent to grant such standing expressed by the Supreme Court or by the two coordinate branches of government.” 229 F.3d at 336. Iraq seizes on that court’s use of the word “unless.” But whether or not parens patriae would be appropriate after executive or legislative action, this case features no such “clear indication of intent.” Therefore, the Court declines to allow the Republic of Iraq to proceed parens patriae. Anticipating this outcome, Iraq urges the Court to delay reaching this issue, asserting that U.S. State Department representatives have not responded to plaintiffs counsel’s request to comment on the parens patriae issue and have told Iraq’s counsel that “as a matter of internal policy” the U.S. State Department does not make a Statement of Interest “this early in any litigation.” (Decl. of Mark Maney dated April 30, 2010 at 1.) Accordingly, Iraq contends that it is “also too early for this Court to decide there is a conflict under the DeCoster rule.” (Iraq’s Opp. 25.) Of course, the State Department’s silence most certainly does not amount to “a clear indication of intent to grant [parens patriae] standing,” and the Court will not delay its assessment of standing on the chance that the Executive branch at some point in the future takes a position and that position favors Iraq. DeCoster, 229 F.3d at 336. Because the Court has concluded that the Republic of Iraq does not have parens patriae standing, it may not pursue claims in this action for harms to its quasi-sovereign interests or general harm inflicted on the people of Iraq. B. Act of state doctrine Defendants next contend that the act of state doctrine bars this Court from considering Iraq’s claims. The act of state doctrine traditionally precludes courts of the United States from examining the validity of public acts committed by a foreign sovereign government within its own territory. See Banco Nacional de Cuba v. Sabbatino, 376 U.S. 398, 428, 84 S.Ct. 923, 11 L.Ed.2d 804 (1964); Konowaloff v. Metropolitan Museum of Art, 702 F.3d 140, 145-46 (2d Cir.2012). “Act of state issues only arise when a court must decide — that is, when the outcome of the case turns upon-the effect of official action by a foreign sovereign.” W.S. Kirkpatrick v. Envtl. Tectonics, 493 U.S. 400, 406, 110 S.Ct. 701, 107 L.Ed.2d 816 (1990) (emphasis original). As a result, in every case in which the U.S. Supreme Court has applied the doctrine, “the relief sought or the defense interposed would have required a court in the United States to declare invalid the official act of a foreign sovereign performed within its own territory.” Id. at 405, 110 S.Ct. 701. Whether or not the issues in this case come within the act of state doctrine, the policy reasons for the doctrine counsel against its application here. The doctrine serves domestic separation of powers by restraining the judiciary from interfering with the Executive Branch’s conduct of foreign affairs. Konowaloff, 702 F.3d at 145-46. Accordingly, “its proper application requires a balancing of interests” and it “should not be invoked if the policies underlying the doctrine do not justify its application.” Bigio v. Coca-Cola Co., 239 F.3d 440, 452 (2d Cir.2000) (citations omitted). The policies justifying the act of state doctrine do not favor its application here. In this action, the current government of Iraq itself has sought out United States courts. The acts at the center of this dispute occurred under a prior government led by a now-deposed ruler. And, to the extent that any party has called into question the validity of the pri- or government’s acts, it is the current government of Iraq that has done so. These factors all tilt against the doctrine’s application. See Bigio, 239 F.3d at 452-53; Republic of Philippines v. Marcos, 806 F.2d 344, 359 (2d Cir.1986). Indeed, the circumstances here resemble those in Bigio. There the Second Circuit declined to invoke the act of state doctrine and instead reviewed certain acts taken by a prior government of Egypt, now “long gone,” when the current government had “repudiated the acts in question.” 239 F.3d at 453. Those same features distinguish this case from Konowaloff, where the contemporary Russian government had not renounced a predecessor’s acts. 702 F.3d at 147. Because the Republic of Iraq attempts to repudiate the acts of the Hussein Regime, the Court finds no basis to invoke the act of state doctrine. C. Political question doctrine Defendants’ next challenge to justiciability rests on the political question doctrine. “In general, the Judiciary has a responsibility to decide cases properly before it, even those it would gladly avoid.” Zivotofsky ex rel. Zivotofsky v. Clinton, - U.S. -, 132 S.Ct. 1421, 1427, 182 L.Ed.2d 423 (2012) (quotation marks omitted). The political question doctrine excepts from this rule certain cases that transgress the separation of powers and fall beyond the court’s competence: Prominent on the surface of any case held to involve a political question is found a textually demonstrable constitutional commitment of the issue to a coordinate political department; or a lack of judicially discoverable and manageable standards for resolving it; or the impossibility of deciding without an initial policy determination of a kind clearly for nonjudicial discretion; or the impossibility of a court’s undertaking independent resolution without expressing lack of the respect due coordinate branches of government; or an unusual need for unquestioning adherence to a political decision already made; or the potentiality of embarrassment from multifarious pronouncements by various departments on one question. Baker v. Carr, 369 U.S. 186, 217, 82 S.Ct. 691, 7 L.Ed.2d 663 (1962). When a case turns on the answer to a political question, a “court lacks the authority to decide the dispute before it.” Zivotofsky, 132 S.Ct. at 1427. Defendants contend that Iraq’s claims present a non-justiciable political question because the Complaint “calls into question the former Iraqi government’s legitimacy.” (Defs.’ Reply Mem. in Support of Motion to Dismiss (“Defs.’ Reply”) at 25.) True, the Complaint alleges that the Hussein Regime “was not a de jure or legitimate government.” (Compl. ¶ 220.) And the conduct of foreign affairs—including whether to recognize diplomatically a foreign government—rests with the Executive. See U.S. Const, art. II, §§ 2, 3; United States v. Pink, 315 U.S. 203, 229, 62 S.Ct. 552, 86 L.Ed. 796 (1942). But “it is error to suppose that every case or controversy which touches foreign relations lies beyond judicial cognizance.” Baker, 369 U.S. at 211, 82 S.Ct. 691. This action does not require the Court to decide questions that have been deemed political. For example, the Court does not need to decide whether or not to recognize the Republic of Iraq as a sovereign state. See Can v. United States, 14 F.3d 160, 162-63 (2d Cir.1994) (“[Official recognition of a foreign sovereign is solely for the President to determine....”) Indeed, the Executive already has recognized the Republic of Iraq. Nor is the Court called to apportion property rights in the aftermath of state succession. Cf. 767 Third Ave. Assocs. v. Consulate Gen. of Socialist Fed. Republic of Yugoslavia, 218 F.3d 152, 160-61 (2d Cir.2000) (“[T]he federal courts do not have the authority or the means to determine the equitable distribution of the public debt of a foreign state among several successor states.”) The Republic of Iraq is not a successor state. Most of the issues here- — -causation, territoriality, private rights of action — fall squarely within the Court’s competence but happen to involve international and political actors. Analyzing whether the Hussein Regime’s acts may be attributed to Iraq does not raise political questions, either. First, accepting that the Hussein Regime governed Iraq during the Programme period raises no political question because the Complaint alleges that the Hussein Regime controlled Iraq (Compl. ¶¶ 216, 219; see also Hr’g Tr. 17 (“We agree his regime was the president of Iraq, the government of Iraq, the agent of Iraq.”)) and defendants do not dispute that fact. (E.g., Defs.’ Mem. 12; Defs.’ Reply 25-26.) Moreover, the U.S. Government treated the Hussein Regime as the effective government during the relevant time period. A U.S. law, the Iraqi Liberation Act of 1998, stated that “[i]t should be the policy of the United States to support efforts to remove the regime headed by Saddam Hussein from power in Iraq and to promote the emergence of a democratic government to replace that regime.” Pub.L. No. 105-338 § 3, 112 Stat. 3178. The United Nations also treated the Hussein Regime as the effective Iraqi government. See UN SCOR Res. 661 & 986 (referring to the Hussein Regime as the “Government of Iraq.”) Thus, the Court confronts no controversy — political or otherwise — regarding which government controlled Iraq during the Programme. Second, analyzing whether or not a former government’s conduct can be attributed to its sovereign is a legal question. It turns on the manageable principles discussed below, and is necessarily decided in some form in any case applying the Foreign Sovereign Immunities Act (“FSIA”) or the act of state doctrine, and many that do not. See, e.g., Konowaloff, 702 F.3d at 147 (recognizing government’s seizure of painting as act of state); Marcos, 806 F.2d at 358-59 (discussing acts of governmental character). The predicate question to FSIA and the act of state doctrine— whether conduct can be attributed to a government — cannot sensibly be labeled non-justiciable. The Court concludes that this action is justiciable. Although Iraq has not demonstrated that it should be allowed to proceed parens patriae, Iraq has alleged an injury to its proprietary interest in the UN escrow account. Additionally, whether or not an act of state issue must be decided in this case, the policy rationale underlying the act of state doctrine does not support applying the doctrine to this suit. Additionally, the central questions of this case are not political. Rather, they are legal questions that involve political actors. IV. The Relationship Between the Current Government of Iraq and the Hussein Regime The legal relationship between the sovereign Republic of Iraq, the Hussein Regime, and the Iraqi people frames this litigation. That relationship rests on time-tested principles: • The change in governments — from the Hussein Regime; to the Coalition Provisional Authority that governed subsequent to the fall of Saddam Hussein; to the contemporary Republic — did not create an entirely new state. Rather, those changes altered the leadership and government of a continuously existing state. Therefore, the Republic of Iraq is the same sovereign entity as the one controlled by the Hussein Regime. (Iraq’s Mem. in Opposition to Motion to Dismiss (“Iraq’s Opp.”) at 9; see Defs.’ Mem. in Support of Motion to Dismiss (“Defs.’ Mem.”) at 12 (same).) • “[T]he rights of a sovereign state are vested in the state rather than in any particular government which may purport to represent it.” Guar. Trust Co. v. United States, 304 U.S. 126, 137 [58 S.Ct. 785, 82 L.Ed. 1224] (1938). That is, Hussein, the Hussein Regime, and the Republic of Iraq are not one and the same; they áre different governments over time that represent the same sovereign state. (Iraq’s Opp. 9; Defs.’ Mem. 12-13.) • Notwithstanding the distinction between a state and its government, a government may bind the sovereign it represents. See, e.g., The Sapphire, 78 U.S. (11 Wall) 164, 168 [20 L.Ed. 127] (1870); Lehigh Valley R.R. Co. v. Russia, 21 F.2d 396, 401 (2d Cir.1927). These lines of agreement encircle the root conflict of this motion to dismiss: whether, as a matter of law, the Republic of Iraq bears responsibility in this action for the Hussein Regime’s corruption of the Pro-gramme. This Court concludes that it does. A. Sovereigns may be held to account for the wrongful governmental conduct of their governments. Because sovereigns operate through their governments, both domestic and international law ordinarily impute to a sovereign the acts of its government. For example, governments set policy, hold property, and conduct foreign affairs. The consequences of these governmental acts trace back to the sovereign. E.g., The Sapphire, 78 U.S. (11 Wall) at 167; Guar. Trust Co., 304 U.S. at 137, 58 S.Ct. 785; Lehigh Valley, 21 F.2d at 401. So do wrongful acts by those governments. “A state is responsible for any violation of its obligations under international law resulting from action or inaction by [ ] the government of the state.... ” Restatement (Third) of Foreign Relations Law of the United States § 207 (1987); accord Articles of Responsibility for States for Internationally Wrongful Acts, art. 4 § 1, annexed to UN GAOR Res. 56/83 (2001), available at http://www.un.org/law/ilc (“The conduct of any State organ shall be considered an act of that State under international law, whether the organ exercises legislative, executive, judicial or any other functions, whatever position it holds in the organization of the State, and whatever its character as an organ of the central Government or of a territorial unit of the State.”). Moreover, the consequences of one government’s acts may redound to the sovereign even after that government has been replaced. Changes in the government or the internal policy of a state do not as a rule affect its position in international law. A monarchy may be transformed into a republic, or a republic into a monarchy; absolute principles may be substituted for constitutional, or the reverse; but, though the government changes, the nation remains, with rights and obligations unimpaired. Lehigh Valley, 21 F.2d at 401 (quoting 1 Moore’s Digest of Int’l Law 249). Thus, a change in government will not ordinarily relieve a sovereign of responsibility for its former government’s acts. Of course, it is possible for the persons who comprise the government to act without acting as the government. How to identify that circumstance divides the parties to this litigation. The Court follows the rule that a sovereign may be held to account for the governmental conduct of the persons serving as its government. This rule is not new. Sovereigns usually have immunity in U.S. courts for “sovereign” or “public” conduct, as opposed to “commercial” or “private” conduct. See Saudi Arabia v. Nelson, 507 U.S. 349, 360, 113 S.Ct. 1471, 123 L.Ed.2d 47 (1993); Themis Capital, LLC v. Democratic Republic of Congo, 881 F.Supp.2d 508, 524-25 (S.D.N.Y.2012) (reviewing FSIA consequences for public and private acts of governmental agents). Similarly, “public” acts of a government, as distinguished from “private” acts, trace to a sovereign and may justify the application of the act of state doctrine. See Alfred Dunhill of London, Inc. v. Republic of Cuba, 425 U.S. 682, 703-706, 96 S.Ct. 1854, 48 L.Ed.2d 301 (1976). Additionally, when determining whether an Alien Tort Claims Act defendant has engaged in state action, a relevant guide is whether he or she acted under “color of law” in the foreign state. Kadic v. Karadzic, 70 F.3d 232, 245 (2d Cir.1995). These categories of cases rest implicitly on the idea that governmental conduct is attributed to the sovereign. B. Governmental conduct is conduct taken under color of authority. The U.S. Court of Appeals for the Second Circuit has held that a “governmental act” is an act “physically taken by persons capable of exercising the sovereign authority of the foreign nation,” as long as the persons “purported to act in their official capacity.” Banco de Espana v. Fed. Reserve Bank of NY., 114 F.2d 438, 444 (2d Cir.1940). That understanding comports with the International Law Commission’s Articles on Responsibility of States for Internationally Wrongful Acts. Those Articles state that when “a person acts in an apparently official capacity, or under colour of authority, the actions in question will be attributable to the State.” Articles on Responsibility, art. 4 cmt. 13. Similarly, the Restatement (Third) of Foreign Relations Law of the United States has identified several indicia of attribution: In determining whether an act was within the authority of an official or an official body, or was done under color of such authority ..., one must consider all of the circumstances, including whether the affected parties reasonably considered the action to be official, whether the action was for public purpose or for private gain, and whether the persons acting wore official uniforms or used official equipment. Restatement (Third) of Foreign Relations Law § 207 cmt. d (1987). In the context of an ambassador whose actions injured his or her government, the Second Circuit has concluded that an ambassador binds his or her government when he or she possesses the actual or apparent authority to do so. First Fid. Bank, N.A. v. Gov’t of Antigua & Barbudct-Permanent Mission, 877 F.2d 189, 192-94 (2d Cir.1989) (distinguishing the Restatement (Third) of U.S. Foreign Relations Law). In the context of FSIA, however, courts have interpreted that rule to permit apparent authority to bind a sovereign engaged in private conduct but to demand actual authority to bind a sovereign engaged in public conduct. See Themis Capital, 881 F.Supp.2d at 523-24 (reviewing authorities). Neither the First Fidelity rule nor its permutations ought to obtain here. Unlike the Hussein Regime, the ambassador in First Fidelity was but one person in a larger government. By contrast, there is no entity to answer for Iraq but its government, which necessarily has certain inherent authority to conduct Iraq’s affairs. Cf. First Fid. Bank, 877 F.2d at 198 (discussing ambassador’s inherent agency power in dissent). If a government is alleged to act pursuant to its official duties or for an official purpose, those acts should be attributed to the sovereign. Accordingly, the Court decides that the Hussein Regime’s conduct was “governmental” if it was undertaken in the purported or apparent execution of official duties. C. The Complaint alleges that the Hussein Regime’s Programme misconduct was governmental. The Complaint alleges conduct by the Hussein Regime done under the color of its authority as the government of Iraq. Therefore, the Programme conduct of the Hussein Regime should be attributed to Iraq for the purposes of this action. First, the Complaint alleges that the Hussein Regime’s “main goal” was to “undermine UN sanctions and the U.S. law prohibiting transactions with State Sponsors of Terrorism.” (Compl. ¶ 7.) Hussein declared the Iraq Sanctions Program to be a form of “economic occupation” implemented by the “enemy.” (Id. ¶ 302.) Thus, the alleged misconduct represents choices made by the Regime in the conduct of its foreign affairs. See IIC Rep. 9 (“Two overriding factors determined Iraq’s choice of oil recipients. The first factor was influencing foreign policy and international public opinion in favor of ending sanctions against Iraq. Later ... Iraq sought to generate illicit income outside of the United Nation’s oversight.”). Second, the Complaint alleges that the Hussein Regime implemented its scheme by using its powers to engage with the UN. The Hussein Regime made the corruption possible, not just because it was in a position to corrupt the Programme, but because it agreed to the creation of the Programme in the first place: it did so in its capacity as the Government of Iraq. (See MOU § 10 (signature of Abdul Amir Al-Anbari “for Government of Iraq”).) Additionally, the Complaint alleges that the Hussein Regime (and defendants) effectuated their scheme by submitting false contracts to the UN. The Hussein Regime could negotiate those contracts only by virtue of its status as the effective government of Iraq. Thus, the Regime engaged in international transactions of an official character. Third, the Complaint alleges that the Hussein Regime acted through government offices and officers to pursue its goal of frustrating the Iraq Sanctions Program: • Hussein ordered government agencies to effectuate the scheme. “[0]n October 25, 2000, all Iraqi ministries were informed that Saddam Hussein had ordered the imposition of kickbacks of at least 10% in order to subvert the policies of the UN and the United States government.” (Compl. ¶ 302.) • Government agencies negotiated the transactions.' “The Iraqi State Oil Marketing Organization (SOMO) was the legal entity that entered into the contracts with companies purchasing oil under the Programme.” (Id. ¶ 323.) On the goods side of the Programme, “a company wishing to sell humanitarian goods under- the Programme contracted with the appropriate Iraqi Ministry or State-Owned Enterprise.... ” (Id. ¶ 329.) • Government agents and agencies received the illicit funds. The Hussein Regime collected surcharges in accounts held “under the names of two SOMO employees” and then transferred the funds to “accounts of the Central Bank of Iraq.” (Id. ¶¶473-74.) It alleges that the Iraqi vice president directed that the after-sales-service fee revenue “be transferred to general treasury.” (Id. ¶ 568.) It also alleges that various governmental units or government-owned businesses collected fees and bribes. (E.g., id. ¶ 546 (Iraqi Ministry of Transportation); ¶ 550 (payments “going back to the Iraq Government”); ¶ 565 (“payments were transferred to Iraq in cash”).) In sum, Iraq alleges that its injuries resulted from the Hussein Regime’s prosecution of its foreign affairs policy. The Complaint alleges a public goal, undertaken with public resources, pursued for political purposes, and using means available only to state actors. These features lead the Court to conclude the Hussein Regime acted under the color of its authority as the government of Iraq for the purposes of this motion. D. The nature of the Hussein Regime’s conduct does not absolve Iraq of responsibility for that conduct. Iraq contends that it does not bear responsibility for the conduct of the Hussein Regime because the Hussein Regime did not act in a way that benefitted the Iraqi people. Rather than ask whether the conduct of the Hussein Regime was governmental, Iraq would have the court ask “Was [Hussein] acting for or against the interests of the Iraqi nation?” (Hr’g Tr. at 22.) Iraq offers three permutations of this argument: (1) Hussein’s conduct was private, self-serving conduct and thus not governmental conduct that can be attributed to Iraq; (2) the Hussein Regime was not the legitimate government of Iraq and therefore its actions cannot be imputed to Iraq; and (3) the Hussein Regime committed unlawful conduct that, because it is unlawful, cannot be attributed to Iraq. The Court rejects each of these arguments because none demonstrates that the alleged conduct of the Hussein Regime is non-governmental. 1. The Complaint does not allege that the Hussein Regime committed acts of personal misconduct as distinct from governmental misconduct. Iraq urges the Court to accept that the Hussein Regime’s Programme misdeeds were “personal acts” taken “against the public interest” and thus, in its view, not attributable to Iraq. Iraq rests its theory on five cases that comment on the private nature of a former governmental leader’s corrupt conduct. Those cases analyze whether certain misconduct was “private” or “public” within the rubric of the act of state doctrine or the Foreign Sovereign Immunities Act, 28 U.S.C. § 1602, et seq. But a state’s responsibility for the acts of its government does not coincide with the application of the act of state doctrine or the FSIA. To the contrary, often it is when neither apply — and thus when a civil action against a sovereign may proceed — -that a state will face liability for its acts. For example, the act of state doctrine does not bar adjudication of the consequences of a foreign act. See United States v. Portrait of Wally, 663 F.Supp.2d 232, 248 (S.D.N.Y.2009). And the FSIA does not allow foreign states to avoid the legal repercussions of their official, but commercial, activities. See NML Capital, Ltd. v. Republic of Argentina, 680 F.3d 254, 260 (2d Cir.2012). Therefore, while relevant, the application or non-application of FSIA or the act of state doctrine does not determine legal responsibility- In any event, none of the authorities plaintiff proffers suggest that the alleged misconduct here amounts to private action. In The Republic of the Philippines v. Marcos, the Ninth Circuit, sitting en banc, reasoned that the former leader of the government of the Philippines had been accused of committing private misconduct because the complaint stated that he used “his position of power and authority to convert ... to his use and that of his friends, family, and associates, money, funds, and property belonging to the Philippines and its people.” 862 F.2d 1355, 1359 (9th Cir.1988) (quoting complaint). Similarly, in Jimenez v. Aristeguiet