Full opinion text
MEMORANDUM OPINION Amit P. Mehta, United States District Judge I. INTRODUCTION This case arises out of the largest modern political scandal in the history of Brazil. In 2014, Brazilian investigators discovered that Defendant Petróleo Brasileiro S.A. (“Petrobras”), a Brazilian state-owned oil company, was at the center of a complex web of political and corporate corruption. The investigation, now popularly known as “Operation Car Wash,” revealed that Petrobras had a long-standing practice of soliciting bribes in exchange for awarding construction and service contracts. In addition to enriching its executives, Petrobras also funneled portions of those payments to officials in Brazil’s majority political party — the Workers Party — presumably to curry favor with those officials. These revelations sent shock-waves through Brazil and led to the prosecution and incarceration of several high-ranking Petrobras executives and government officials. The investigation into the full scope of the scandal continues to date. Plaintiffs are eight related U.S.-based and Cayman Islands-based investment funds, plus their investment adviser, that equity financed one of the entities entangled in the corruption scheme: Sete Brasil Participates (“Sete”). Petrobras established Sete to serve as a financing vehicle to fund the construction of a large fleet of drillships that Petrobras planned to use in developing large, newly discovered oil reserves located off the coast of Brazil. To that end, Petrobras installed three of its former officials— Joño Carlos de Medeiros Ferraz, Pedro José Barusco Filho, and Eduardo Costa Vaz Musa — as Sete executive officers. Through those officials, Sete then solicited bribes from various shipyards — including Defendants Odebrecht S.A., Ode-brecht Participates e Engenharia S.A., Keppel Corporation Ltd., Keppel Offshore <& Marine Ltd., Sembcorp Industries Ltd., Sembcorp Marine Ltd., and Jurong (collectively, the “Shipyard Defendants”) — in exchange for drillship construction contracts. Those bribe payments were split amongst Ferraz, Ba-rusco, and Musa; current Petrobras executives; and Workers Party officials. Sete collapsed soon after investigators uncovered the bribe scheme. Sete depended on capital raised primarily through debt financing from government-backed lending institutions to pay the costs of building the drillships. After the scandal broke, however, those lenders withdrew their financing, causing Sete to default on the drillship contracts. As a result, Sete was forced into bankruptcy, where it remains today. Plaintiffs, who lost the hundreds of millions of dollars they invested in Sete, filed this lawsuit against Petrobras and the Shipyard Defendants. In their Amended Complaint, Plaintiffs advance three claims: (1) common law fraud, against Petrobras, premised on Petrobras fraudulently inducing Plaintiffs to invest in Sete; (2) aiding and abetting, against Petrobras, for providing substantial assistance to Sete in fraudulently inducing Plaintiffs to invest in Sete; and (3) civil conspiracy, against all Defendants, premised on the theory that Defendants conspired to conceal the existence of the Sete bribe scheme in an effort to fraudulently induce Plaintiffs, and other investors, to invest in Sete. Plaintiffs point to several allegedly fraudulent representations and material omissions that Petro-bras and Sete made in pursuit of Plaintiffs’ investment to support their claims. As a result of those misrepresentations, Plaintiffs allege that both Petrobras, individually, and all Defendants, as co-conspirators, are liable for Plaintiffs’ investment losses. This matter is before the court on Motions to Dismiss. Petrobras and the Shipyard Defendants each filed separate Motions. Read together, Defendants seek dismissal under (1) Rule 12(b)(1) of the Federal Rules of Civil Procedure, for lack of subject matter jurisdiction, because (a) Plaintiffs do not have Article III standing and (b) Petrobras is immune from suit under the Foreign Sovereign Immunities Act; (2) Rule 12(b)(6), for failing to adequately state their claims; and (3) Rule 12(b)(2), for lack of personal jurisdiction over the Shipyard Defendants. Alternatively, certain Defendants, most prominently Petrobras, urge the court to dismiss this matter under the doctrine of forum non conveniens. The court rules as follows. First, all Plaintiffs other than EIG Management Company, LLC — the Funds’ investment manager — have standing to assert claims against Petrobras. Second, the court will not dismiss this matter on forum noii con-veniens grounds because Petrobras and other movants have not met their burden to show that this court is an inconvenient forum in which to address Plaintiffs’ claims. Third, the court has jurisdiction over Petrobras under the “commercial activity exception” to the Foreign Sovereign Immunities Act. Fourth, Plaintiffs have alleged plausible claims against Petrobras, under District of Columbia law, for fraud and aiding and abetting fraud. Fifth, this court lacks personal jurisdiction over the Shipyard Defendants, both under the District of Columbia long-arm statute and the Due Process Clause of the United States Constitution. And, sixth, Plaintiffs failed to plead a plausible claim of conspiracy against any Defendant. Accordingly, for the reasons discussed in greater detail below, the court grants in part and denies in part Defendant Petro-bras’ Motion. The court grants the Shipyard Defendants’ Motions and will dismiss them from this case. II. BACKGROUND A. Factual Background 1. The Creation of Sete Brasil Defendant Petróleo Brasileiro S.A. (“Pe-trobras”) is a Brazilian state-owned energy company. Am. Compl., ECF No. 11 [hereinafter Am. Compl.], ¶¶ 1,19. In or around 2006, Petrobras publicly announced the discovery of significant new oil reserves off the coast of Brazil, containing an estimated 60 billion barrels of oil (the “Pre-Salt Ré-serves”). Id. ¶31. In 2010, Petrobras endeavored to construct á fleet of 28 deep-water drillships to extract the oil in the Pre-Salt Reserves. Id. ¶¶ 3, 32-33. In light of the high cost of constructing that fleet— approximately $20 billion, in total — Petro-bras formed an independent entity, Sete Brasil Participates (“Sete”), to finance the- project. Id. ¶¶ 32-35. This financing plan was devised by two senior Petrobras employees — Joáo Carlos de Medeiros Fer-raz (“Ferraz”) and Pedro José Barusco Filho (“Barusco”) — and allowed Petrobras to shift the large capital expenditure required to build the drillships off its balance sheet and onto Sete’s balance sheet. Id. ¶¶ 31-32. Petrobras subsequently “installed” Ferraz as Sete’s Chief Executive Officer;. Barusco as its Chief Operating Officer; and a third Petrobras executive, Eduardo Costa Yaz Musa, as its Engineering Director. Id. ¶ 35. Petrobras and Sete raised the capital required to fund Sete’s operations through both debt and equity financing sources. Id. ¶¶ 3-4. Sete’s primary source of capital came from bank credit lines, including from the Brazilian state-owned development bank, Banco Nacional de Desenvolvi-mento Económico e Social. Id. ¶34, In addition, the companies sought out equity investors in' the United States and elsewhere. Id. ¶ 36. Once it secured that capital, Sete entered into contracts with several Brazil-based shipyards, inclúding the Shipyard Defendants and their subsidiaries, to build the drillship fleet.' Sete planned to lease those ships to Petrobras for use in developing the Pre-Salt Reserves. Id/, ¶¶ 2-3. Sete anticipated that the lease proceeds would cover its operating costs, repay its loans, and provide a return to its investors. Id. ¶¶ 3, 33, 60. 2. Plaintiffs’ Investment in Sete Plaintiffs are eight related energy investment funds (the “Funds”) and their investment manager, EIG Management Company, LLC (“EIG Management”), through which the Funds invested in Sete (collectively, “Plaintiffs”). Id. ¶¶ 1, 10-18. Six of the Funds are limited partnerships organized under the laws of the State of Delaware and two are limited partnerships organized under the laws of the Cayman Islands. Id. ¶¶ 10-17. EIG Management is incorporated in Delaware, with its principal place of business in Washington, D.C. Id. ¶ 18. Beginning in 2010, Petrobras and Sete provided various promotional materials to EIG Management, including in Washington, D.C., in an effort to solicit the Funds’ investment. Id. ¶¶ 36-44, 47. In January 2010, Petrobras sent EIG Management— the Amended Complaint does not specific precisely to which EIG Management office — a “Confidential Informational Memorandum” (the “Petrobras Memorandum”) describing the strategic details and investment outlook of the Sete project. Id. ¶ 36. The Petrobras Memorandum included specific disclosures regarding several project-related risk factors — e.g;, cost overruns, engineering defects, and environmental concerns — as well as favorable financial projections associated with investing in Sete. Id. ¶ 37. It also contained representations that Sete would enter into shipbuilding contracts that complied with Brazilian law. Id. ¶ 38. In September 2010, EIG Management received, in Washington, D.C., a multi-page presentation prepared by Petrobras (the “Petrobras Drilling Presentation”), which provided further detail concerning how Petrobras planned to finance and construct the drillship fleet. Id. ¶¶ 40-43. The Petrobras Drilling Presentation contained similar risk disclosures as the Petrobras Memorandum and also specifically cautioned U.S. investors, among other things, that the technical terminology used therein, such as oil and gas reserves, did not meet the definitional requirements governing similar filings made with the Securities and Exchange Commission. Id. ¶ 40. Then, in October 2010, EIG Management received, in Washington, D.C., another document prepared and circulated by Pe-trobras entitled the “Pre-Salt Oil Rigs Project,” which largely mirrored the disclosures and representations contained in the Petrobras Memorandum and Petro-bras Drilling Presentation. Id. ¶ 44. . In addition to circulating these solicitation materials, Plaintiffs allege that Ferraz regularly communicated with EIG Management employees, both in person and via e-mail, to solicit the Funds’ investment. Id. ¶¶ 45-46, 48-53. These communications took place both while Ferraz worked for Petrobras and after he assumed his' position at Sete. For instance, in both October 2010 and March 2011, EIG Management representatives met with Ferraz, then an employee of Petrobras, at EIG Management’s office in Rio de Janeiro to discuss the Funds’ potential investment in Sete. Id. ¶¶ 45-46. EIG Management representatives again met -with Ferraz in September 2013, this time in Washington, D.C., after he had officially joined Sete. Id. As part of that trip, Ferraz attended EIG Management’s investor conference, where he informed the Funds’ investors that Sete expected to earn nearly $90 billion in revenue over 20 years from its charter contracts with Petrobras and that it projected an annual EBITDA of $4.6 billion. Id. ¶ 53. Throughout this period, Ferraz also was in regular e-mail contact with EIG Management employees, touting the rapid progress' on fleet construction, the substantial international investment interest in Sete, and its favorable financial projections. Id. ¶¶'48-50. No one at Petrobras or Sete, however, ever disclosed to EIG Management that Petrobras had formed Sete, at least in part, to further a long-standing bribe scheme. Years before Sete’s formation, Pe-trobras executives, including Barusco, began extracting bribes and kickbacks from various contractors, including the Shipyard Defendants or their subsidiaries, in exchange for Petrobras contracts. Id. ¶¶ 8, 58-59. Those contractors would pay kickbacks directly to Petrobras executives, who kept some portion for themselves and disbursed the rest to various Workers Party officials. Id. ¶¶ 5, 58-59. This practice would continue at Sete. Id. ¶¶ 8, 57-58. Over time, the bribe scheme enriched Pe-trobras executives to the tune of nearly $100 million dollars. Id. ¶¶ 8, 56. The Funds ultimately invested $221,133,393 in Sete, but did so indirectly. Id. ¶ 54. Plaintiffs established two Luxembourg-based companies — EIG Sete Parent SÁRL and its subsidiary, EIG Sete Holdings SÁRL (“EIG Luxembourg”) — specifically for the purpose of. making their investment. The Funds first transferred capital to EIG Luxembourg, which,' in turn, invested those funds into a Brazilian holding company, FIP Sondas. See Def. Petrobras’ Mot. to Dismiss, ECF No. 58, Mem. in Supp., ECF No. 58-1 [hereinafter Petrobras Mot.], Ex. 4, ECF No. 58-7 [hereinafter Investment Agreement], §§ 3.4, 4.3. FIP Sondas, which owned 95 percent of Sete’s shares — Petrobras directly owned the remaining five.percent— then invested the Funds’ money into Sete pursuant to an Investment Agreement signed by EIG Luxembourg, FIP Sondas, and others. Id. The Investment Agreement contains both a choice-of-law clause, designating Brazilian law as the law governing interpretation of the Agreement, and a foi-um selection clause, specifying that disputes arising from the Investment Agreement be settled through arbitration in Brazil or, if arbitration is unavailable under Brazilian law, in a Brazilian coui't. Id. §§ 13.9, 13.12, 13.12.4, 13.12.5, 13.12.12. 8. Criminal Investigation of Petrobras and Sete In or about 2014, Brazilian investigators revealed Operation Car Wash to the public. Am. Compl. ¶¶ 55-60. In the wake of that revelation, Brazilian authorities convicted or charged several Petrobras executives — including Renato Duque and Roberto Gongalves — and Sete officials — including Ferraz, Barusco, and Musa — for their involvement in the bribe scheme. Id. ¶ 64. Barusco, Ferraz, and Musa entered into plea agreements that required them to cooperate in the ongoing investigation. Id. ¶ 56. As part of his plea agreement, Barus-co agreed to testify at a public hearing, where he explained that he and Ferraz had established Sete in an effort to expand the pre-existing bribe scheme at Petrobras. Id. ¶¶ 57-58 (quoting Barusco’s testimony that “[t]he issue of [Sete], about the establishment of bribe amounts, was a continuity of what happened in Petrobras”). According to Barusco, the discovery of the Pre-Salt Reserves provided Petrobras the opportunity not only .to create Sete, but also to have a number of shipyards pay bribes in exchange for shipbuilding contracts. Id. ¶¶ 57-59. Barusco admitted that shipyards, including those owned or controlled by the Shipyard Defendants, agreed to pay kickbacks of approximately one percent of the value of the contracts to Petrobras executives and government officials in exchange for securing the contracts. Id. ¶¶ 8, 57-58, 62. To date, nearly 200 corporate executives, Workers Party officials, and others have been charged or convicted in connection with the Brazilian investigation, including several alleged agents of the Shipyard Defendants. Id. ¶¶ 6, 64-67. Additionally, according to Plaintiffs, Brazilian officials continue to investigate the Shipyard Defendants’ participation in the bribe scheme. Id. ¶ 67. b. Sete’s Bankruptcy The public revelation of the corruption scheme led to Sete’s ruin. The company’s lenders quickly pulled their credit lines, blocking Sete’s access to capital and leaving it unable to secure replacement debt or equity financing. Lacking access to capital, Sete defaulted on its shipbuilding contracts and, as a result, Petrobras canceled its charter agreements with Sete. Id. ¶68. Subsumed by debt, Sete filed for bankruptcy in April 2016. Id. ¶¶ 68-69. According to Plaintiffs, Sete’s bankruptcy rendered the Funds’ investment worthless. Id. ¶ 70. B. Procedural Background Plaintiffs filed a three-count Amended Complaint. Count One alleges that Petro-bras defrauded Plaintiffs by making materially false and misleading statements and material omissions with the purpose of inducing the Funds to invest in Sete. Plaintiffs specifically assert that both the materials provided by Petrobras and statements made by its agents failed to disclose the ongoing bribe scheme and its associated risks. Plaintiffs further allege that by failing to disclose those risks, Pe-trobras fraudulently induced the Funds to invest in Sete and, thus, caused the Funds’ investment losses. Id. ¶¶ 72-83. ■ Count Two alleges that Petrobras aided and abetted Sete in fraudulently inducing Plaintiffs to invest in Sete. Plaintiffs contend that Petrobras created and staffed Sete for the purpose of perpetrating and expanding the existing bribe scheme. As a result, Plaintiffs allege, Petrobras provided substantial assistance to Sete in making materially false and misleading written and oral statements designed to induce the Funds’ investment. Plaintiffs further assert that, for the same reasons as in Count One, Petrobras’ actions were the proximate cause of the Funds’ investment losses. Id. ¶¶ 84-97. Lastly, Count Three alleges that all Defendants engaged in a civil conspiracy to defraud Plaintiffs into investing in Sete. Specifically, Plaintiffs allege that the Shipyard Defendants’ payment and concealment of bribes to Sete were integral elements of the aforementioned scheme to defraud the Funds. Plaintiffs assert that Defendants, as co-conspirators, are jointly and severally liable for Plaintiffs’ injuries. Id. ¶¶ 98-111. III. LEGAL STANDARD Defendants move to dismiss on three grounds. First, under Rule 12(b)(1) of the Federal Rules of Civil Procedure, they contend that the court is without subject matter jurisdiction to hear Plaintiffs’ claims because (1) Plaintiffs lack Article III standing and (2) Petrobras is immune from suit under the Foreign Sovereign Immunities Act, 28 U.S.C. § 1602 et seq. See Petobras Mot. at 19-28; Def. Ode-brecht’s Mot. to Dismiss, ECF No. 56, Mem. in Supp., ECF No. 56-1 [hereinafter Odebrecht Mot.], at 14. Additionally, certain Defendants have moved to dismiss under the doctrine of forum non conve-niens, asserting that Brazil is the better forum in which to resolve the parties’ disputes. Petrobras Mot. at 9-19; Odebrect Mot. at 22-27; Defs. Sembcorp Marine & Jurong’s Mot. to Dismiss, ECF No. 51, Mem. in Supp., ECF No. 51-1 [hereinafter Jurong Mot.], at 8-13. .Second, under Rule 12(b)(6), Defendants argue that Plaintiffs have failed to state plausible claims of fraud, aiding and abetting, and conspiracy to defraud, upon which relief can be granted. See Petrobras Mot. at 28-45; Odebrect Mot, at 27-30; Jurong Mot. at 13-16; Def. Keppel’s Mot, to Dismiss, EOF No. 54 [hereinafter Kep-pel Mot.], at 18-31; Def. Sembcorp Industries’ Mot. to Dismiss, EOF No. 55 [hereinafter Sembcorp Mot.], at 9-14. Finally, under Rule 12(b)(2), the Shipyard Defendants argue that the court lacks personal jurisdiction over them under both the District of Columbia long-arm statute, D.C. Code § 13-423(a), and the Due ¡Process Clause. See Odebrect Mot. at 14-22; Keppel Mot. at 8-18; Sembcorp Mot. at 2-8; Jurong Mot. at 5-8. A. Dismissal for Lack of Subject Matter Jurisdiction Under Rule 12(b)(1) When deciding a motion to dismiss under Rule 12(b)(1), although a court has discretion to consider materials outside the pleadings, it still must accept all well-pleaded factual allegations in the complaint as true. Jerome Stevens Pharm., Inc. v. Food & Drug Admin., 402 F.3d 1249, 1253-54 (D.C. Cir. 2005). The plaintiff bears the burden of invoking the court’s subject matter jurisdiction. Arpalo v. Obama, 797 F.3d 11, 19 (D.C. Cir. 2015). When ruling on a Rule 12(b)(1) motion, in which the defendant challenges the plaintiffs standing to assert a claim, a federal court must presume that it “lack[s] jurisdiction unless the contrary appears affirmatively from the record.” Daimler-Chrysler Corp. v. Cuno, 547 U.S. 332, 342 n.3, 126 S.Ct. 1854, 164 L.Ed.2d 589 (2006) (quoting Renne v. Geary, 501 U.S. 312, 316, 111 S.Ct. 2331, 115 L.Ed.2d 288 (1991)). The burden of establishing the elements of standing “rests upon the party asserting jurisdiction.” Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 377, 114 S.Ct. 1673, 128 L.Ed.2d 391 (1994); see Lujan v. Defenders of Wildlife, 504 U.S. 555, 561, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992). A plaintiff must establish standing “for each claim” and “for each form of relief sought,” DaimlerChrysler, 547 U.S. at 352, 126 S.Ct. 1854 (internal quotation marks omitted), “with the manner and degree of evidence required at the successive stages of litigation,” Lujan, 504 U.S. at 561, 112 S.Ct. 2130. B. Dismissal for Failure to State a Claim Under Rule 12(b)(6) Motions to dismiss under Rule 12(b)(6) test the legal sufficiency of a complaint. See Smith-Thompson v. District of Columbia, 657 F.Supp.2d 123, 129 (D.D.C. 2009). To survive a motion to dismiss, a complaint must contain sufficient factual •matter, accepted as true, to “state a claim to relief that is plausible on its face.” A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (citation omitted) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 556, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). When assessing a motion to dismiss under Rule 12(b)(6), the court must accept the plaintiffs well-pleaded factual allegations as true and draw all reasonable inferences from those allegations in the plaintiffs favor. Id.; Arpaio, 797 F.3d at 19. The court is not required, however, to assume the truth of legal- conclusions or accept inferences that are not supported by the facts set out in the complaint. Iqbal, 556 U.S. at 678, 129 S.Ct. 1937; Islamic Am. Relief Agency v. Gonzales, 477 F.3d 728, 732 (D.C. Cir. 2007). “Threadbare recitals of the elements of the cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937; If a complaint lacks sufficient facts “to state a claim that is plausible on its face,” then the court must dismiss it. Id. (quoting Twombly, 550 U.S. at 570, 127 S.Ct. 1955); see also Arpaio, 797 F.3d at 19. C. Dismissal for Lack of Personal Jurisdiction Under Rule 12(b)(2) A motion to dismiss under Rule 12(b)(2) challenges whether a federal court can exercise its jurisdiction over a particular defendant. The plaintiff bears the burden of establishing a prima facie case of personal jurisdiction by coming forward with specific and pertinent facts that connect the defendant with the forum. Reuber v. United States, 750 F.2d 1039, 1052 (D.C. Cir. 1984). Unlike a Rule 12(b)(6) or Rule 12(b)(1) motion to dismiss, however, the court need not treat all the plaintiffs allegations as true when making a personal jurisdiction, determination. The court may, instead, “receive and weigh affidavits and any other relevant matter to assist it in determining the jurisdictional facts.” 5A Charles A. Wright & Arthur R. Miller, Federal Practice and Procedure § 1351 (1990); accord Youming Jin v. Ministry of State Sec., 335 F.Supp.2d 72, 77 (D.D.C. 2004). However, the court must resolve any factual discrepancies with regard to establishing personal jurisdiction in favor of the plaintiff. See Crane v. New York Zoological Soc’y, 894 F.2d 454, 456 (D.C. Cir. 1990). IV. DISCUSSION A. Article III Standing The court begins its analysis, as it must, with whether Plaintiffs have standing to bring suit. See, e.g., Davis v. Fed. Election Comm’n, 554 U.S. 724, 734, 128 S.Ct. 2759, 171 L.Ed.2d 737 (2008) (“[A] plaintiff must demonstrate standing for each claim [it] seeks to press and for each form of relief that is sought.” (internal quotation marks omitted)). That inquiry, as will he seen, also informs the court’s analysis of several other asserted grounds for dismissal. As a general matter, a plaintiff has standing when she has “(1) suffered an injury in fact, (2) that is fairly traceable to the challenged conduct of the defendant, and (3) that is likely to be redressed by a favorable judicial decision.” Spokeo, Inc. v. Robins, 578 U.S. -, -, 136 S.Ct. 1540, 1547, 194 L.Ed.2d 635 (2016) (citing Lujan, 504 U.S. at 560-61, 112 S.Ct. 2130). An injury in fact is “an invasion of a legally protected interest which is (a) concrete and particularized, and (b) actual or imminent, not conjectural or hypothetical.” Lujan, 504 U.S. at 560, 112 S.Ct. 2130 (footnote, citations, and internal quotation marks omitted). The plaintiff must demonstrate that she meets’ each of these requirements. Id. at 561, 112 S.Ct. 2130. Plaintiffs advance one theory to establish the Funds’ standing and another to establish EIG Management’s standing. As to the Funds’ standing, Plaintiffs allege that the Funds suffered an injury-in-fact when they were induced to invest in Sete and that such injury is directly traceable to Petrobras and Sete’s fraudulent misrepresentations to EIG Management. Pis.’ Opp’n to Defs.’ Motions to Dismiss, ECF No. 62 [hereinafter Pis.’ Opp’n], at 11-12; see also Oral Hearing Tr. (rough draft) [hereinafter Tr.], at 54. In contrast, Plaintiffs conceded at oral argument that EIG Management — as distinct from the Funds — did not suffer any legal injury as a result of Defendants’ actions, See Tr. at 54. Plaintiffs, therefore, try a less direct route to establish EIG Management’s standing. After Plaintiffs filed suit in this case, EIG Luxembourg — the Funds’ second-tier subsidiary that was established to make the Sete investment through FIP Sondas — assigned its rights to any and all claims arising out of the Sete Investment to EIG Management. See Pis.’ Opp’n, Ex. B, ECF No. 62-6 [hereinafter “Assignment Agreement”]. Plaintiffs contend that the assignment places EIG Management in the shoes of EIG Luxembourg, which itself has a cognizable injury-in-fact — the losses EIG Luxembourg suffered. See Pis.’ Opp’n at 12. Petrobras counters that the Funds lack standing under what is known as the “shareholder standing rule.” Petro-bras Mot; at 26-28. Under that rule, “[c]laims based on injury to the corporation ... are derivative in nature and any damages suffered are owed to the corporation,” not the shareholder. See Labovitz v. Washington Times Corp., 172 F.3d 897, 901 (D.C. Cir. 1999). Shareholders “can bring an individual claim [only] if they suffer injuries ‘directly or independently of the corporation.’ ” Id. at 900-01. Here, Pe-trobras asserts that the shareholder standing rule bars the Funds’ suit because they are mere shareholders of the corporation that suffered the actual injury resulting from Sete’s demise, EIG Luxembourg. Pe-trobras Mot. at 27. Petrobras points out that EIG Luxembourg, and not the Funds, recorded the losses arising from the failed investment. M; id., Ex. 5 at 19. Therefore, Petrobras contends, the Funds, at most, suffered only a derivative injury and thus lack standing to bring the asserted claims. See Petrobras Mot. at 26-27. As to EIG Management, Petrobras maintains that the September 2016 assignment agreement — signed six months after Plaintiffs filed their original Complaint— does not confer standing on EIG Management because the assignment comes too late. As standing must exist at the time the suit is filed, see Davis, 554 U.S. at 732, 128 S.Ct. 2759; Grupo Dataflux v. Atlas Global Grp., L.P., 541 U.S. 567, 570, 124 S.Ct. 1920, 158 L.Ed.2d 866 (2004); Compton v. Alpha Kappa Alpha Sorority, Inc., 64 F.Supp.3d 1, 13 (D.D.C. 2014), EIG Luxembourg’s post-suit assignment to EIG Management is ineffective for purposes of this suit. The court addresses whether either the Funds or EIG Management have standing, in turn. 1. The Funds’ Standing Petrobras’ argument that the Funds lack standing boils down to this: the multi-layer investment structure through which the Funds invested in Sete not only insulated the Funds from any losses incurred, but also protected them from suffering the requisite injury for purposes of Article III standing. See Pe-trobras Mot. at 26-27. Although that argument has surface appeal, the court disagrees and finds the Funds have standing. At its core, the Amended Complaint advances claims premised on the tort of fraudulent inducement! For that common law tort, the aggrieved party suffers injury at the time it is dispossessed of the money or property sought by the defendant. See, e.g., Parr v. Ebrahimian, 774 F.Supp.2d 234, 240 (D.D.C. 2011) (finding, in fraud action against seller of condominium who allegedly misrepresented facts about the property, that plaintiff was injured upon her purchase of the condominium); see also Lichtenstein v. Reassure Am. Life Ins. Co., No. 07-1653, 2009 WL 792080, at *9 (E.D.N.Y. Mar. 23, 2009) (measuring injury in the context of fraudulent inducement from time of purchase of insurance policies); Womack v. Nissan N. Am., Inc., 550 F.Supp.2d 630, 634 (E.D. Tex. 2007) (finding that plaintiff was injured upon purchasing a vehicle with a computer software device that registered a mileage different from the actual mileage). As the Restatement (Second) of Torts summarizes: The word “injury” ... denote[s] the fact that there has been an invasion of a legally protected interest which, if it were the legal consequence of a tortious act, would entitle the person suffering the invasion to maintain an action of tort.... The meaning of the word “injury,” as here defined, differs from the sense in which the word “injury” is often used, to indicate that the invasion of the interest in question has been caused by conduct of such a character as to make it tortious. Restatement (Second) op Torts § 7 cmt. a (Am. Law. Inst. 1965) (emphasis added). Here, the Funds’ “legally protected interest” was their property right in the millions of dollars they committed as an investment in Sete, as well as their intangible right to control how they spent that money. Cf. United States v. Akinyoyenu, 201 F.Supp.3d 82, 86 (D.D.C. 2016) (citing 18 U.S.C. § 1341, collecting cases, and explaining that, for purposes of the federal mail and wire fraud statutes, “money or property” includes the intangible right to control how to use one’s property). Plaintiffs have alleged that Petrobras and Sete invaded those protected interests by directly making misrepresentations to them that induced the Funds’ investment, thus causing the Funds’ injury. Those allegations are sufficient to establish a cognizable injury for purposes of Article III standing. This conclusion finds support in case law concerning fraud claims brought under Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j. In that context, it is well established that a plaintiff suffers legal injury at the moment she makes her investment, not when she suffers actual losses. See Solano v. Delmed, Inc., 759 F.Supp. 847, 854 (D.D.C. 1991) (“In a securities fraud ease, the injury occurs at the time the investor enters into a transaction relying on material misrepresentations[.]”); see also In re Merrill Lynch Ltd. P’ships Lit., 154 F.3d 56, 59 (2d Cir. 1998); Volk v. D.A. Davidson & Co., 816 F.2d 1406, 1412 (9th Cir. 1987); CSI Inv. Partners II, L.P. v. Cendant Corp., 180 F.Supp.2d 444, 458-59 (S.D.N.Y. 2001) (collecting cases). Petrobras argues that these S.E.C. Rule 10b-5 fraud cases, 17 C.F.R. § 250.10b-5, are entirely inapposite, or at the very least unhelpful, because securities fraud claims are governed by statutory standing requirements not at issue here. Def. Petro-bras’ Reply in Supp. of Mot. to Dismiss, ECF No. 67 [hereinafter Petrobras Reply], at 5. But Petrobras offers no authority to support that assertion. If anything, because Article III standing is a constitutional minimum, standing to raise a Rule 10b-5 securities fraud claim is more restrictive because it requires a plaintiff to have met both constitutional and statutory standing requirements to advance such a claim. Cf. Zavolta v. Lord, Abbett & Co. LLC, No. 08-4546, 2010 WL 686546, at *4 (D.N.J. Feb. 24, 2010) (finding that “it is implicit in any” holding that statutory standing exists “that Article III standing must also exist”). Thus, the court sees no reason for differentiating between when an injury arises for common law fraud and for Rule 10b-5 securities fraud claims. Petrobras’ insistence that EIG Luxembourg, rather than the Funds, incurred the injury at hand conflates two related, but distinct, tort concepts: injury and harm. The Restatement explains the difference as follows: [Injury] differs from the word “harm” in this: “harm” implies the existence of loss or detriment in fact, which may not necessarily be the invasion of a legally protected interest. The most usual form of injury is the infliction of some harm; but there may be an injury although no harm is done. [Injury] denote[s] the type of result which, if the act which causes it is tortious, is sufficient to sustain an action even though there is no harm for which compensatory damages can be given. Restatement (Second) of Torts § 7 cmt. a. (AM. LAW. INST. 1965). Applying the concepts of “injury” and “harm” here, it is clear that the Funds suffered a legally cognizable injury when Petrobras and Sete fraudulently induced them to invest in the Petrobras-Sete project, whereas EIG Luxembourg suffered the harm flowing from that injury most directly because it is the entity that wrote down the investment losses. Ultimately, for purposes of standing, it does not matter that the Funds decided to make their investment through EIG Luxembourg. What matters is that they suffered injury for purposes of Article III when Petrobras and Sete fraudulently induced them to part with their capital. Cf. Abbey v. 3F Therapeutics, Inc., No. 06-409, 2009 WL 4333819, at *7-8 (S.D.N.Y. Dec. 2, 2009) (concluding that the plaintiff had standing to assert securities fraud claim even though it chose to make 'its investment through a pass-through entity); Walther v. Maricopa Int’l Inv. Corp., No. 97-4816, 1999 WL 64280, at *2 (S.D.N.Y. Feb. 9, 1999) (same). Admittedly, this might be a different case if EIG Luxembourg was a pre-exist-ing, fully formed, independent entity. On such facts, the Funds’ claims may very well be barred under the shareholder standing rule, Here, though, Plaintiffs’ sole purpose in establishing EIG Luxembourg was to effectuate their investment in Sete, cf. Grubb v. Fed. Deposit Ins. Corp., 868 F.2d 1151, 1162 (10th Cir. 1989), and the Funds’ injury arose at the time they were induced to make that investment, Having concluded that the Funds suffered a cognizable injury-in-fact, the remaining elements of Article III standing— causation and redressability — are easily satisfied. Plaintiffs allege that the Funds would not have invested in Sete absent Petrobras’ fraudulent misrepresentations, thereby satisfying the causation element of Article III standing. See Am. CompL-¶¶ 76, 81. Additionally, a favorable judgment from the court and an award of money damages would redress the Funds’ injury. Accordingly, the court concludes the Funds have standing to bring suit, 2. EIG Management’s Standing The court reaches- a different conclusion, however, as to EIG Management. EIG Management admits that it lacked standing at the start of this case. Tr. at 54; see W.R. Huff Asset Mgm’t Co. v. Deloitte & Touche LLP, 549 F.3d 100, 108-10 (2d Cir. 2008) (holding that investment manager lacked standing because it did not have legal title to, or ownership of, its clients’"claims and was not injured by investor losses). Instead, Plaintiffs maintain that EIG Management acquired standing through EIG Luxembourg’s assignment of claims after this suit commenced. It is well settled, however, that a plaintiff must have standing at the start of the suit. See Davis, 554 U.S. at 732, 128 S.Ct. 2759. That black-letter rule, therefore,. renders ineffectual EIG Luxembourg’s posLsuit, assignment. To' escape this straightforward analysis, Plaintiffs argue that the court should allow EIG Management to proceed because Petrobras “cannot possibly show ány prejudice from the assignment’ at this early stage of the litigation.” ’Pis.’ Opp’n at 12-13 n.5. That contention is a non-starter. The court lacks constitutional authority to act absent a showing that the party bringing the action has standing to do so. See Lujan, 504 U.S. at 583, 112 S.Ct. 2130. Article III standing cannot be acquired by demonstrating an absence of prejudice to the defendant. Thus, EIG Management lacks. standing, and its claims are dismissed for lack of subject matter jurisdiction. B. Foreign Sovereign Immunities Act Petrobras also challenges the court’s jurisdiction on another ground: the Foreign Sovereign Immunities Act (“FSIA”). See Petrobras Mot. at 19-26. Under the FSIA, foreign states, their “political subdivisions,” and their “agencies or instrumen-talities” enjoy immunity from suit, see 28 U.S.C. §§ 1603(a), 1604, unless one of the statute’s enumerated exceptions applies, id. § 1610; Saudi Arabia v. Nelson, 507 U.S. 349, 355, 113 S.Ct. 1471, 123 L.Ed.2d 47 (1993), These statutory exceptions provide the only bases for United States courts to obtain both subject matter and personal jurisdiction over a qualifying foreign entity. 28 U.S.C. § 1330(a); Argentine Republic v. Amerada Hess Shipping Corp., 488 U.S. 428, 434, 109 S.Ct. 683, 102 L.Ed.2d 818 (1989). The parties here do not dispute that Petrobras is a qualifying foreign entity under the FSIA, but they do strongly disagree over whether the court could nonetheless assert jurisdiction under an applicable statutory exception. Plaintiffs contend that the court can exercise its personal jurisdiction over Petrobras under the “commercial activity exception” to the FSIA. Pis.’ Opp’n at 13-25. That exception abrogates sovereign immunity in any case in which: the action is based [(1)] upon a commercial activity carried on in the United States by the foreign state; or [(2)] upon an act performed in the United States in connection with a commercial activity of the foreign state elsewhere; or [ (3) ] upon an act outside the territory of the United States in connection with a commercial activity of the foreign state elsewhere and that act causes a direct effect on the United States. 28 U.S.C. § 1605(a)(2). Plaintiffs contend all three subsections apply, but they rely primarily on Clause Three — the “direct effect” exception. Pis.’ Opp’n at 15-25. That clause is satisfied here if Petrobras’ “act[s] outside the territory of the United States in connection with commercial activity ... cause[d] a direct effect on the United States.” 28 U.S.C. § 1605(a)(2). Though the parties agree that this matter is based, at least in part, on Petrobras’ commercial activities outside the United States, they are at odds over whether those activities had a “direct effect” on the United States. See Pis.’ Opp’n at 15-16; Petrobras Mot. 20-23. As the court finds that Clause Three applies in this case, it does not reach whether jurisdiction exists under Clauses One or Two. A “direct effect” is one that “follows as an immediate consequence of' the defendant’s ... activity.” Republic of Argentina v. Weltover, Inc., 504 U.S. 607, 618, 112 S.Ct. 2160, 119 L.Ed.2d 394 (1992) (alteration in original) (internal quotation mark omitted). Stated another way, it “is one which has no intervening element, but, rather, flows in a straight line without deviation or interruption.” Helmerich & Payne Int’l Drilling Co. v. Bolivarian Republic of Venezuela, 784 F.3d. 804, 817 (D.C. Cir. 2015). Petrobras argues that, even if its investment dealings had some effect on the Funds in the United States, that effect did not flow in a straight line. Rather, “the line starts at Sete Brasil, zigs to FIP Sondas, zags across the Atlantic to EIG Luxembourg, jumps to EIG Sete Parent SÁRL, and then splits in two for another trip across the Atlantic, with one splinter heading to the Cayman Islands .,. and the other to Delaware.” Petrobras Mot. at 26. Petrobras’ peripatetic description of the route of the effects, while clever, is ultimately unpersuasive. Again, the injury to the Funds occurred at the time Petro-bras successfully induced them to invest in the Petrobras-Sete project, That injury occurred, at least in part, in the United States, where six of the eight Funds are organized. Thus, at least as to those Funds, the effect of Petrobras’ fraudulent commercial activities outside the United States was felt “direct[ly]” in the United States — and not indirectly through various other countries and entities. Nor did intervening events, as Petrobras argues, render “indirect” the domestic effect of its foreign commercial activities. Petrobras Mot. at 26. In particular, at oral argument, Petrobras argued that Sete’s alleged fraudulent acts were closest in time to the Funds’ decision to invest and, therefore, those acts interrupted the “straight line” necessary to establish a “direct effect.” Tr. 92-96. Petrobras is correct that the intervening acts of a third party sometimes can break the direct causal connection required to satisfy Clause Three. See Atlantica Holdings v. Sovereign Wealth Fund Samruk-Kazyna, 813 F.3d 98, 114 (2d Cir.), cert. denied, 580 U.S. -, 137 S. Ct. 493, 196 L.Ed.2d 403 (2016) (mem.). Here, however, Plaintiffs have alleged an uninterrupted straight line between Petrobras’ actions and the Funds’ injuries in the United States. Plaintiffs allege that Petrobras established Sete, in part, for the purpose of continuing an ongoing bribe scheme that would require a massive influx of capital to perpetuate. Am. Compl. ¶¶ 1, 3. Petrobras did not merely establish Sete. It also “installed its own former employees” — including the architects of Sete and the bribe scheme, Ferraz and Barusco — for the purpose of continuing the corrupt enterprise. Id. ¶¶ 32, 35, 71. Critically, after leaving Pe-trobras, Ferraz is alleged to have continued his former employer’s practice of making repeated representations about Sete, without ever disclosing that the capital would be used to finance a corruption scheme. Id. ¶¶ 49-54. Sete’s deceptive conduct, occurring only after it grabbed the baton from Petrobras, is not the kind of “independent” third-party action that breaks the causal chain between Petro-bras’ own misi-epresentations and the Funds’ injury. See Atlantica, 813 F.3d at 114 (stating that a third-party’s intervening acts might break the causal chain “where the defendant’s actions affect the third party, who in turn takes some independent action that causes a further effect in the United States”). Viewed in this light, the court agrees with Plaintiffs and finds this case to be analogous to the Second Circuit’s decision in Atlantica Holdings v. Sovereign Wealth Fund Samruk-Kazyna. There, U.S.-investor plaintiffs alleged that a Panamanian investment company had fraudulently induced them to invest in a Kazakhstani bank holding company. The Second Circuit held that Clause Three of the commercial activity exception abrogated the Kaza-khstani defendants’ sovereign immunity because “Plaintiffs have adequately shown that [the Kazak bank holding company] ‘contemplated investment by United States persons’ and that [the bank holding company’s] alleged misrepresentations caused a direct effect in the United States when at least some investors in the [investment] ... suffered an economic loss in this country as a result of those misrepresentations.” Id. at 110. Notably, in reaching that conclusion, the Second Circuit treated the “direct effect” and legal injury analyses interchangeably under the FSIA for fraudulent inducement claims brought by U.S.based investor plaintiffs: “Thus, a determination that a tort’s locus is the United States is, in effect, often a determination that the plaintiff has been injured in this country by the defendant’s tortious actions — meaning that those actions caused a ‘direct effect’ (the plaintiffs injury) in this country.” Id. at 109. So it is here. Plaintiffs have alleged that Petrobras targeted U.S.-based entities to invest in the Petrobras-Sete project, Am. Compl. ¶¶1, 4, and fraudulently induced the U.S.-based Funds to invest in that project by, among other things, failing to disclose the existence of a premeditated bribe scheme in materials used to market the project in the United States, id. ¶¶ 41-44. Those allegations are sufficient to establish a “direct effect” and satisfy Clause Three of commercial activity exception. See Atlantica, 813 F.3d at 111 (“And the fact that the locus of the fraud was the United States means (at least in circumstances where the securities were also marketed here and ... the defendant contemplated and acted to encourage investment by United States persons) the direct-effect clause is satisfied.”). Petrobras’ attempt to distinguish Atlántica rests on the same contention the court already has rejected; namely, that Plaintiffs did not suffer injury in the United States, but in Luxembourg. See Petrobras Reply at 12 (arguing that Atlántica’s “holding has no relevance here because the loss in this case admittedly was suffered outside the United States in Luxembourg”). Accordingly, the court finds that it has jurisdiction to hear this dispute under the FSIA. C. Forum Non Conveniens Next, Petrobras contends that, even if the court has jurisdiction over this action, it should nonetheless dismiss it under the doctrine of forum non conveniens. Petro-bras posits that this dispute should be litigated in Brazil because (1) the Investment Agreement contains a forum selection clause designating Brazil as the chosen forum in which to resolve disputes arising out of the contract and (2) the public and private interests heavily favor a Brazilian forum. See Petrobras Mot. at 9-19. The court concludes otherwise. “The principle of forum non conveniens is simply that a court may resist imposition upon its jurisdiction even when jurisdiction is authorized by the letter of a general venue statute.” Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 507, 67 S.Ct. 839, 91 L.Ed. 1055 (1947), superseded' by statute on other grounds by statute, Jones Act, 46 U.S.C. § 688, as recognized in Am. Dredging Co. v. Miller, 510 U.S. 443, 114 S.Ct. 981, 127 L.Ed.2d 285 (1994). Although a plaintiff is ordinarily entitled to substantial deference in their chosen forum, “when an alternative forum has jurisdiction to hear the case, and when trial in the chosen forum would ‘establish ... oppressiveness and vexation to a defendant ... out of all proportion to plaintiffs convenience,’ or when the ‘chosen forum [is] inappropriate because of considerations affecting the court’s own administrative and legal problems,’ the court may, in the exercise of its sound discretion, dismiss the case.” Piper Aircraft Co. v. Reyno, 454 U.S. 235, 241, 102 S.Ct. 252, 70 L.Ed.2d 419 (1981) (alterations in original). In deciding whether to dismiss a case on forum non conveniens grounds, the court must weigh the ordinary deference owed to a plaintiffs chosen forum against a “range of considerations, [but] most notably the convenience to the parties and the practical difficulties that can attend the adjudication of a dispute in a certain locality.” Sinochem Int’l Co. Ltd. v. Malaysia Int’l Shipping Corp., 549 U.S. 422, 429, 127 S.Ct. 1184, 167 L.Ed.2d 15 (2007) (internal quotation'mark omitted). A multi-step inquiry guides the court’s forum non conveniens analysis. First, the court determines whether an adequate forum exists in the defendant’s preferred jurisdiction — in this case, Brazil. See Piper Aircraft Co., 454 U.S. at 241, 102 S.Ct. 252. If it does, then the court must determine the nature and strength of the deference owed to the plaintiffs choice of forum, including, for example, whether a forum selection clause applies to the dispute. KPMG Fin. Advisory Servs. Ltd. v. Diligence LLC, No. 05-2204, 2006 WL 335768 at *1 (D.D.O. Feb. 14, 2006). The court then proceeds to “weigh all relevant factors of private and public interest against the presumed validity of plaintiffs initial choice, of forum.” Id. “A strong tilt towards a particular forum in the private interest factors or the public interest factors counsels towards dismissal.” MBI Grp., Inc. v. Credit Fonder du Cameroun (MBI Grp. I), 558 F.Supp.2d 21, 26-27 (D.D.C. 2008), aff'd, MBI Grp., Inc. v. Credit Fonder du Cameroun (MBI Grp. II), 616 F.3d 568 (D.C. Cir. 2010). If an alternative forum is adequate and available and, upon weighing the public and private interests the court concludés that the alternative forum is “the strongly preferred location for the litigation,” then the court may choose to dismiss. MBI Grp. II, 616 F.3d at 571. The defendant bears the burden on all aspects of a motion to dismiss on forum non conveniens grounds, including the obligation to establish the adequacy of an alternative forum. See El-Fadl v. Cent. Bank of Jordan, 75 F.3d 668, 677 (D.C. Cir. 1996), abrogated on other grounds by Samantar v. Yousuf, 560 U.S. 305, 130 S.Ct. 2278, 176 L.Ed.2d 1047 (2010). 1. The Adequacy of the Forum The court begins with .the threshold question of whether Brazil is an adequate forum to resolve the parties’ dispute. Generally, an alternative forum is adequate if the defendants are subject to service of process there and the forum permits “litigation of the subject matter of the dispute.” Piper Aircraft Co., 454 U.S. at 254 n.22, 102 S.Ct. 252. A forum is inadequate, however, if the applicable statute of limitations would bar the case from being heard in that jurisdiction. See MBI Grp. I, 558 F.Supp.2d at 28 (finding Cameroon an adequate forum because “neither sovereign immunity nor the applicable statute of limitations ... would bar plaintiffs’ claims before the courts” there); see also Bank of Credit & Commerce Int’l (Overseas) Ltd. v. State Bank of Pakistan, 273 F.3d 241, 246 (2d Cir. 2001);. Mercier v. Sheraton Int’l, Inc., 935 F.2d 419, 426 n.8 (1st Cir. 1991); Kontoulas v. A.H. Robins Co., 745 F.2d 312, 316 (4th Cir. 1984); Crimson Semiconductor, Inc. v. Electronum, 629 F.Supp. 903, 908-09 (S.D.N.Y. 1986). Plaintiffs contend that Brazil is an inadequate forum for that very reason. Pis.’ Opp’n at 30. To support their contention, Plaintiffs offer the declaration of a Brazilian law expert, José Rogério Cruz e Tucci, a professor of law and specialist in Brazilian civil procedure at the University of Sao Paulo School of Law. Pis.’ Opp’n, Ex. 2, ECF No. 62-3 [hereinafter Tucci Decl.]. According to Professor Tucci, “it is not clear” under Brazilian law when, precisely, a claim for fraudulent inducement accrues for purposes of calculating the statute of limitations, i.e., upon either commission of the fraud or discovery of the fraud. Id. ¶22. Professor Tucci, therefore, opines that “there [is] risk that a potential claim brought at this moment in the Brazilian courts on the referred subject could be barred by [the] relevant statute of limitation.” Ml 23. Petrobras advances ,two. arguments in response, neither of. which proves persuasive. ■ Initially, Petrobras, contends that “the uncertainty of Plaintiffs’ expert [concerning the effect of the statute of limitations in Brazil] cannot be enough to carry the day.” Petrobras Reply at 7. That contention, however, improperly inverts the parties’ respective burdens. It is the party seeking dismissal on forum.non con-veniens grounds that bears the “heavy burden” of showing that the statute of limitations in the alternative forum would not bar the asserted claims. Kontoulas, 745 F.2d at 316; see also El-Fadl, 75 F.3d at 677 (stating that “the defendant must provide more detailed information if the plaintiff provides evidence that controverts the defendant’s evidence”); Rundquist v. Vapiano SE, 798 F.Supp.2d 102, 133-34 (D.D.C. 2011). Accordingly, it is Petrobras that must overcome Professor Tucci’s expressed statute of limitations concerns; Plaintiffs need not show definitively that Brazil’s statute of limitations would bar their claims. It is enough that they have raised a statute of limitations concern, thereby putting the burden on Petrobras to provide “more detailed information” supporting the adequacy of a Brazilian forum. El-Fadl, 75 F.3d at 677. To meet its burden, Petrobras offers a declaration from its own Brazilian law expert, Cándido Rangel Dinamarco, a practicing lawyer with expertise in Brazilian civil procedure. Petrobras Reply, Ex. 1, ECF No. 67-1. Mr. Dinamarco opines that the statute of limitations would not in fact bar Plaintiffs from bringing this suit in Brazil. He explains: The statute of limitations [under Brazilian law] is a fact that extinguishes rights, and as such, it is in the domain of substantive law. In the specific terms of our Civil Code: “when a right is violated, a claim is born to the holder, and it is extinguished by limitation, according the terms that are established in arts. 205 and 206” (Civil Code, art. 189). Consistently with this provision, our Code of Civil Procedure provides that “there will be a resolution on the merit[s] when the judge” rules on the “incidence of extinction of the right or statute of limitation (Code of Civil Procedure, art. 487, inc. II). Therefore, if ruling for the incidence of the statute of limitations, the judge will deny the claim, rejecting, in a substantive decision, the intended protection .... As I myself have said in doctrine, “the sentence that rules for the statute of limitation is [a sentence] on the merits. Because it is a fact that extinguishes rights, through its enforcement, the plaintiff no longer has the right that it could have, and therefore its claim is baseless.” Id. ¶¶ 22-23. Petrobras, for its part, interprets Mr. Dinamarco’s declaration as stating that, under Brazilian law, the statute of limitations operates as “a matter of substantive, rather than procedural, law and as such it would be evaluated as part of the merits of Plaintiffs’ case.” Petrobras Reply at 7. Even allowing that some of Mr. Dina-marco’s declaration might be lost in translation, the court does not understand Mr. Dinamarco’s opinion. The substantive versus procedural law distinction, as it pertains to the statute of limitations, is lost on the court. If anything, it seems that a statute of limitations in Brazil functions in much the same way as it does under U.S. law: it extinguishes a stale or an unduly delayed claim. See Credit Suisse Securities (USA) LLC v. Simmonds, 566 U.S. 221, 227, 132 S.Ct. 1414, 182 L.Ed.2d 446 (2012). That Brazilian law considers statute of limitations defenses “substantive,” as opposed to “procedural,” does not ultimately change the practical outcome — a plaintiff whose claims are time-barred will not receive a decision on the merits of those claims. Regardless, the Dinamarco Declaration draws, at best, an ambiguous distinction that does not satisfy Petrobras’ “heavy burden” of demonstrating that Brazil is an adequate forum to resolve Plaintiffs’ claims. See Rundquist, 798 F.Supp.2d at 133-34; MBI Grp. I, 558 F.Supp.2d at 28. Petrobras’ failure to satisfy its burden is not, however, fatal. If the court were to find that the public-private balancing weighs in favor of dismissal, the court could dismiss the case contingent upon the satisfaction of certain conditions that would ensure Plaintiffs a forum in Brazil. See MBI Grp. II, 616 F.3d at 572.(“A conditional forum non conveniens dismissal protects a plaintiff against the possibility that the foreign forum will not hear his case.”). Here, the court could dismiss the case conditioned upon Petrobras’ agreement to waive any statute of limitations defense available under Brazilian law and a Brazilian forum’s acceptance of the case. See, e.g., Stromberg v. Marriott Int’l, Inc., 256 Fed.Appx. 359, 360 (D.C. Cir. 2007) (finding that the district court did not abuse its discretion in finding Mexico an adequate forum only because “appellees agreed to accept service in Mexico and waived any statute of limitations defenses”); see also MBI Grp. II, 616 F.3d at 572 (affirming the district court’s conditional dismissal upon defendants submitting to jurisdiction in Cameroon and on the Cameroonian courts’ acceptance of the case). Accordingly, the court will proceed with the remaining steps of the forum non conveniens analysis to determine whether a conditional dismissal would be appropriate. 2. The Strength of the Presumption in Favor of Plaintiffs’ Choice of Fomm Before evaluating the private and public interest factors, the court must address an important threshold question: How much deference, if any, should it afford Plaintiffs’ choice of forum? Under the ordinary Piper Aircraft balancing test, a plaintiffs choice of forum is entitled to substantial deference. 454 U.S. at 242, 102 S.Ct. 252; accord MBI Grp. II, 616 F.3d at 571 (“There is a ‘substantial presumption’ in favor of a plaintiffs chosen forum.”). Petrobras contends that this presumption is eliminated because the parties’ dispute is governed by a valid forum selection clause and, even if the clause does not apply, the presumption is weakened because this case involves international commerce. a. The Forum Selection Clause The presence of a valid forum selection clause radically alters the forum non conveniens calculus in two critical ways that are pertinent here. First, where there exists a valid forum selection clause, “the plaintiffs choice of forum merits no weight.” Atlantic Marine Constr. Co. v. U.S. Dist. Ct. for the W. Dist. of Tex., 571 U.S. -, -, 134 S.Ct. 568, 581, 187 L.Ed.2d 487 (2013). Second, a forum selection clause forecloses the court’s consideration of the parties’ private interests. Id. at 582. “[A] district court may consider arguments about public interest factors only” and, as a consequence, “forum-selection clauses should control except in unusual cases.” Id. According to Petrobras, Atlantic Marine’s, upending of the traditional forum non conveniens analysis controls here because the Investment Agreement — the agreement setting forth the terms governing the Funds’ investment in Sete — contains a forum selection clause. Petrobras Mot. at 10-12. That clause reads: Any disputes, doubts, conflicts, questions or discrepancies of any nature arising out of or related to this Agreement (“Conflict”), involving any of Shareholders (“Stakeholders”) will be resolved by arbitration, to be conducted before and administered by the Arbitration and Mediation Center of the Chamber of Commerce Brazil-Canada (“Chamber”). [And for] the conflicts that under Brazilian law cannot be submitted to arbitration, it is hereby elected the Court of the District of Rio de Janeiro, State of Rio de Janeiro, as the only competent [forum], waiving all others, however more specific or privileged be. Investment Agreement §§ 13.12, 13.21.12. Petrobras maintains that Plaintiffs’ claims here meet the definition of “Conflict” under the agreement and that, as a result, this matter must be dismissed in favor of a Brazilian forum. Petrobras Mot. at 10; Tr. at 15-18. Plaintiffs dispute that the forum selection clause applies here. Pis.’ Opp’n 27-29. To support their position, Plaintiffs again point to Professor Tucci, who asserts that the forum selection clause is “absolutely ineffective” under Brazilian law because “among the defendants and even the plaintiffs there are companies who have not executed the Investment Agreement.” Tucci Decl. ¶ 13. In other words, according to Professor Tucci, under Brazilian law, only signatories to a contract are bound by its forum selection clause. Consequently, because Plaintiffs are non-signatories to the Investment Agreement, they are not bound by its forum selection clause under Brazilian law. Professor Tucci also explains that the clause is ineffective under Brazilian law “because the lawsuit ... is grounded on a tort.” Id, ¶ 14. Petrobras offers no rebuttal to Professor Tucci’s opinion. Instead, it cites District of Columbia law to support its conte