Full opinion text
OPINION PAUL L. FRIEDMAN, United States District Judge In 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), Pub.L. No. 111-203, 124 Stat. 1376, as a legislative response to the 2008 financial crisis. Title VII of the Dodd-Frank Act provided the United States Commodity Futures Trading Commission (“CFTC”) with jurisdiction over the previously unregulated derivative swaps market. Congress provided that the provisions of Title. VII, as well as any rules or regulations issued by the CFTC, “shall not apply to activities outside the United States unless those activities ... have a direct and significant connection with activities in, or effect on, commerce of the United States.” 7 U.S.C. § 2(i). Over the next three years, the CFTC promulgated over a dozen regulations under its Title VII authority, but did not address in those regulations the scope of their extraterritorial application under Section 2(i). On July 26, 2013, the CFTC promulgated its Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap ■ Regulations, 78 Fed.Reg. 45292 (July 26, 2013) (the “Cross-Border Action”), in which it announced its policy regarding the scope of the extraterritorial applications of its so-called “Title VII Rules” pursuant to Section 2(i). On December 4, 2013, plaintiffs Securities Industry and Financial Markets Association (“SIFMA”), International Swaps and Derivatives Association (“ISDA”), and the Institute of International Bankers (“IIB”) — all trade associations representing financial institutions involved in swaps dealing and trading — filed this lawsuit against the CFTC. Plaintiffs seek vacatur of the Cross-Border Action on procedural and substantive grounds, partial vacatur of the Title VII Rules, and an injunction to prevent the CFTC from applying the Title VII Rules extraterritorially in the absence of a properly promulgated regulation addressing the Rules’ extraterritorial applications. Now pending before the Court are the CFTC’s partial motion to dismiss and the parties’ cross-motions for summary judgment. Having considered the briefs and other filings of the parties and amici, the administrative record, the oral arguments presented by counsel for the parties on July 80, 2014, and the controlling law, the Court will: (1) grant the CFTC’s motion to dismiss as to the Trade Execution Rule; (2) grant the CFTC’s motion for summary judgment as to the Cross-Border Action and the Large Trader Reporting, Straight-Through Processing, and Clearing Determination Rules; (3) grant plaintiffs’ motion for summary judgment as to the other challenged Title VII Rules; and (4) remand those Rules to the CFTC for its consideration of the costs and benefits of their extraterritorial applications. PART ONE: BACKGROUND I. DERIVATIVE SWAPS MARKETS AND THE 2008 FINANCIAL CRISIS The Commodity Exchange Act (“CEA”) regulates the trading of commodity futures, including derivatives. Derivatives are types of “contracts deriving their value from underlying assets.” Inv. Co. Inst. v. CFTC (“ICI ”), 720 F.3d 370, 372 (D.C.Cir.2013). Derivative swaps are a particular type of derivative “in which two counter-parties agree to exchange or ‘swap’ payments with each other as a result of such things as changes in a stock price, interest rate or commodity price.” U.S. Sec. Exchange Comm’n, The Regulatory Regime for Security-Based Swaps 3 (2012), available at http://www.sec.gov/swaps-charV swaps-chart.pdf; see also 7 U.S.C. § la(47)(A)(ii). The use of over-the-counter derivative swaps — swaps executed bilaterally rather than over an exchange — boomed in the 1980s and 1990s. This unprecedented growth prompted a debate over whether swaps should be regulated like other derivatives, such as futures contracts and stock options. See Inv. Co. Inst. v. CFTC, 891 F.Supp.2d 162, 171 (D.D.C.2012), aff'd, 720 F.3d 370 (D.C.Cir.2013). In passing the Commodity Futures Modernization Act (“CFMA”), Pub.L. No. 106-554, 114 Stat. 2763, in 2000, Congress sided with the proponents of deregulation and barred the CFTC and the United States Securities and Exchange Commission (“SEC”) from regulating most derivative swaps markets. See 7 U.S.C. § 2(g) (2002). The CFMA left the markets for most derivative swaps “essentially unregulated and unmonitored — effectively dark — in most respects,” and those markets flourished until the 2008 financial crisis. Inv. Co. Inst., 891 F.Supp.2d at 171 (internal quotation marks omitted). The lack of transparency in over-the-counter derivative markets, which contained millions of contracts between systemically important financial institutions, “contributed significantly to th[e] crisis.” Final Report of the Nat’l Comm’n on the Causes of the Fin. and Econ. Crisis in the United States at xxiv-xxv (2011), available at http://www. gpo.gov/fdsys/pkg/GPO-FCIC/pdf/GPO-FCIC.pdf. While up until the mid-2000s derivatives were “generally regarded as a beneficial financial innovation that distributed financial risk more efficiently and made the financial system more stable, resilient, and resistant to shock ... [t]he [financial] crisis essentially reversed this view.” Inv. Co. Inst., 891 F.Supp.2d at 173 (citation omitted) (internal quotation marks omitted). Prior to the crisis, firms had used derivatives “to construct highly leveraged speculative positions, which generated enormous losses that threatened to bankrupt not only the firms themselves, but also their creditors and trading partners.” Rena S. Miller & Kathleen Ann Ruane, Cong. Research Serv, R41398, The Dodd-Franic Wall Street Reform and Consumer Protection Act: Title VII, Derivatives 1 (2012). That the over-the-counter derivative markets “depended on the financial stability of a dozen or so major dealers” only compounded the problem: “[fjailure of a dealer would have resulted in -the nullification of trillions of dollars’ worth of contracts and would have exposed derivatives counterparties to sudden risk and loss, exacerbating the cycle of delev-eraging and withholding of credit that characterized the [financial] crisis.” Id. Although derivative dealing “was not generally the direct source of financial weakness, a collapse of the $600 trillion dollar ... derivatives market was imminent absent” the injection of “[h]undreds of billions of dollars in government credit.” Id. The over-the-counter derivative markets’ contributions to the 2008 financial crisis were not limited to swaps executed on U.S. soil between U.S. counterparties. As plaintiffs recognize, “[t]he swaps market is truly global: a single swap may be negotiated and executed between counter-parties located in two different countries, booked in a third country and risk-managed in a fourth country.” Comment from SIFMA on Swap Entity Registration Rule, Feb. 3, 2013, at 2 (footnote omitted) (Joint Appendix (“JA”) at 1144). U.S.-based financial services conglomerates — like many of plaintiffs’ members— operate in global swaps markets not only as direct counterparties, but also through relationships with their foreign branches, affiliates, and subsidiaries. “The modern U.S. financial services conglomerate is a U.S. parent holding company comprised of hundreds, if not thousands, of U.S. and foreign branches, affiliates, and subsidiaries.” Declaration of Sayee Srinivasan, Chief Economist, CFTC (“Srinivasan Deck”), Mar. 14, 2014 [Dkt. No. 28-2] ¶ 5. These multinational firms operate “though complex legal and operational structures ... created and maintained to efficiently serve particular purposes as part [of] the firms’ overall profit-making business.” Id. ¶ 16. The firms’ operations through foreign subsidiaries and affiliates balance “legal, operational, tax, and accounting considerations and facilitate the [firms’] ability to serve clients in various markets around the world.” Id. Although legally distinct from their affiliates and subsidiaries, the U.S.-parent firms “routinely commingle losses and gains from U.S. and non-U.S. affiliates, subsidiaries and branches on their consolidated financial statements.” Srinivasan Deck ¶ 5. As a result, “risks taken by foreign affiliates, subsidiaries, and branches of U.S. parent companies are usually borne by the U.S. parent.” Id.; see also, e.g., Declaration of Don Thompson, Managing Director & Associate General Counsel, JPMorgan Chase & Co. (“JPMorgan Deck”), Jan. 27, 2014 [Dkt. No. 22-1] ¶ 6 (“[C]osts incurred by JPMorgan’s affiliates and branches are ultimately borne by JPMorgan itself, because all are part of the same corporate group.”). Indeed, U.S. parent corporations often expressly “guarantee” the swap obligations of their foreign affiliates and subsidiaries through contracts. Srinivasan Deck ¶ 6; see also JPMorgan Deck ¶ 4. Under these “guarantee” provisions, -the U.S. parent must step in and fulfill the swap obligations if the relevant foreign affiliate or subsidiary defaults on its obligations. Srinivasan Decl. ¶ 6; JPMorgan Decl. ¶ 4. These guarantees are an “integral part of the swap” because they assuage counterparty concerns that the foreign affiliate or subsidiary will be unable to meet its swap obligations. Srinivasan Decl. ¶ 6. Several poster children for the 2008 financial crisis demonstrate the impact that overseas over-the-counter derivative swaps trading can have on a U.S. parent corporation. American International Group (“AIG”) nearly failed because of risks incurred by the swaps trading operations in the London branch of its subsidiary, AIG Financial Products (“AIGFP”). Srinivasan Decl. ¶ 9. Significant losses on credit default swaps entered into by AIGFP, and “guaranteed” by AIG, triggered collateral calls the companies could not meet and a liquidity crisis for both companies. Id. Similarly, Lehman Brothers Holding Inc. — a corporation that had over 3000 corporate affiliates worldwide — guaranteed the nearly 130,000 derivative contracts held by one of its London-based subsidiaries. Id. ¶¶ 10-11. When Lehman Brothers filed for bankruptcy in September 2008 — at that time the largest bankruptcy in history with claims exceeding $300 billion — its derivative book, lost over $50 billion in value. Ml 11. While Lehman Brothers’ collapse ended in bankruptcy, AIG avoided default through over $180 billion in support from the federal government. Srinivasan Decl. ¶ 9. Tens of billions of dollars of that bailout money flowed to AIG’s" derivative counterparties, Miller & Ruane at 5, including many of plaintiffs’ members. See Brief of Better Markets, Inc. as Amicus Curiae in Support of Defendant CFTC, Mar. 19, 2014 [Dkt. No. 33] at 2 n.3 (noting that Goldman Sachs, Deutsche Bank, So-ciété Générale, Barclays, Merrill Lynch, and Bank of America indirectly received approximately $10.4, 9.2, 7.8, 7.0, 5.0, and 5.0 billion in payments, respectively, through the AIG bailout). Although the global notional value of over-the counter derivatives decreased following the 2008 financial crisis, that value has crept up in the past six years and now exceeds its pre-crisis total. Miller & Ruane at 2. As of the end of 2013, the global market for over-the-counter derivatives totals over $710 trillion in notional value. Bank for Int’l Settlements, Statistical Release: OTC Derivatives Statistics at End-December 2013, at 1 (May 2014), available at http://www.bis.org/publ/otc_hy 1405.pdf. II. THE DODD-FRANK ACT Congress responded to the 2008 financial crisis by passing the Dodd-Frank Act in 2010. Title VII of the Dodd-Frank Act gave the CFTC jurisdiction to regulate the markets for most swaps, see 7 U.S.C. § 2(a)(1)(A), and established a swaps regulatory framework intended to “reduce systemic risk ... increase transparency, and promote market integrity within the financial system.” Cross-Border Action, 78 Fed.Reg. at 45293. This framework requires entities qualifying as “swap dealers” and “major swap participants” to register with the CFTC and comply with certain statutory risk management controls. See 7 U.S.C. §§ 6s(a), 6s(g), 6s(j)(2), 6s(j)(5), 6s(k). Title VII also requires the “clearing” of certain swaps through a “derivative clearing organization” to reduce the risk that a counterparty fails to honor its swap obligations. See id. § la(15)(A). Finally, Title VII imposed a multitude of information reporting requirements on swap market participants. See, e.g., id. §§ 2(a)(13), 7b-3(f)(9). • Recognizing the interconnected nature of domestic and international swaps trading, Congress in the Dodd-Frank Act also provided .for the extraterritorial application of the Title VII provisions in certain circumstances: The provisions of this chapter relating to swaps that were enacted by the [Dodd-Frank Act] (including any rule prescribed or regulation promulgated under that Act), shall not apply to activities outside the United States unless those activities — (1) have a direct and significant connection with activities in, or effect on, commerce of the United States; or (2) contravene such rules or regulations as the [CFTC] may prescribe or promulgate as are necessary or appropriate to prevent the evasion of any provision of this chapter that was enacted by the [Dodd-Frank Act], 7 U.S.C. § 2(i). One of the questions posed in this case is the scope of this provision’s extraterritorial reach. In furtherance of its swaps regulation framework, Congress in the Dodd-Frank Act also directed the CFTC to issue a large number of implementing regulations. See, e.g., 7 U.S.C. § 6s(d)(l) (“The [CFTC] shall adopt rules for persons that are registered as swap dealers or major swap participants under this section.”); id. § 6s(e)(2)(A) (providing that the CFTC and SEC “shall jointly adopt rules for swap dealers and major swap participants” relating to capital and margin requirements); id. § 6(f)(2) (“The [CFTC] shall adopt rules governing reporting and re-cordkeepking for swap dealers and major swap participants.”); id. § 6s(i)(2) (“The [CFTC] shall adopt rules governing documentation standards for swap dealers and major swap participants.”); id. § 7a-l(k)(2) (“The [CFTC] shall adopt data collection and maintenance requirements for swaps cleared by derivatives clearing organizations.”). In addition to the typical requirements of notice-and-comment rule-making, the Commodity Exchange Act requires the CFTC to “consider the costs and benefits of [its] action” when “promulgating a regulation” pursuant to its Title VII authority. Id. § 19(a)(i). III. THE TITLE VII RULES The CFTC has engaged in a significant series of rulemakings pursuant to its authority to regulate derivative swaps under Title VII of the Dodd-Frank Act. In this action, plaintiffs challenge fourteen of these rules (collectively, the “Title VII Rules”). The Title VII Rules can be grouped into five categories according to their purposes and functions. First, the clearing rules require or promote clearing of certain swaps through central organizations to reduce the credit risk posed by bilateral swaps. Srinivasan Decl. ¶ 4(a). The Clearing Determination Rule requires swaps participants to clear certain swaps through central organizations that guarantee payments to all parties involved. See 77 Fed.Reg. 74284 (Dec. 13, 2012) (codified at 17 C.F.R. Part 50). The Straight-Through Processing Rule requires, inter alia, swap dealers and.clearing organizations to process swaps in ways that increase customer access to clearing, facilitate timely trading, and strengthen risk management. See 77 Fed.Reg. 21278 (April 9, 2012) (codified in scattered sections of 17 C.F.R.) Second, the transparency and competition rules “promotfe] the use of competitive markets and regulated exchanges, rather than closed private deals, for swap transactions.” Srinivasan Decl. ¶ 4(b). The Real-Time Reporting Rule establishes a framework under which regulated entities must publicly report price and volume information for swap transactions in real-time. See 77 Fed.Reg. 1182 (Jan. 9, 2012) (codified at 17 C.F.R. Part 43). The SEF Registration Rule requires that swap execution facilities (“SEFs”) — trading platforms on which market participants can execute certain swaps — register with the CFTC and follow certain operational principles. See 78 Fed.Reg. 33476 (June 4, 2013) (codified at 17 C.F.R. Part 37). The Trade Execution Rule establishes the procedure by which SEFs and designated contract markets (“DCMs”) determine that certain swaps are “available to trade” and thus may only be executed on an SEF or DCM. See 78 Fed.Reg. 33606 (June 4, 2013) (codified at 17 C.F.R. §§ 37.12, 38.11-12). Third, the registration and compliance rules define who must register with the CFTC and how they must do so. Sriniva-san Decl. ¶ 4(c). The Entity Definition Rule, jointly promulgated by the CFTC and the SEC, supplements key statutory definitions, including “swap dealer.” See 77 Fed.Reg. 30596 (May 23, 2012) (codified in scattered sections of 17 C.F.R.). Relat-edly, the Swap Entity Registration Rule sets the procedures for swap dealers and major swap participants to register with the CFTC. See 77 Fed.Reg. 2613 (Jan. 19, 2012) (codified at 17 C.F.R. §§ 23.21-22). Fourth, the risk control rules “impos[e] requirements on swap dealers and other market participants to reduce risk and unlawful conduct and facilitate resolution of disputes.” Srinivasan Decl. ¶ 4(d). The Daily Trading Records Rule requires swap dealers and major swap participants to maintain daily trading records of all swap activities sufficient to permit after-the-fact reconstruction of the transactions. See 77 Fed.Reg. 20128, 20133 (Apr. 3, 2012) (codified at 17 C.F.R. § 23.202). The Risk Management Rule requires swap dealers and major swap participants to take measures to monitor and manage financial risks. See id. at 20205-11 (codified at 17 C.F.R. §§ 23.600-606). The Chief Compliance Officer Rule requires swap dealers and major swap participants to designate a corporate official responsible for monitoring compliance with the CEA. See id at 20200-01 (codified at 17 C.F.R. § 3.3). The Portfolio Reconciliation and Documentation Rule requires swap dealers and major swap participants to document swap terms and valuation, confirm this documentation after swap execution, and reconcile any discrepancies. See 77 Fed.Reg. 55904 (Sept. 11, 2012) (codified at 17 C.F.R. §§ 23.500-506). Finally, the reporting rules “foster market transparency” and support the CFTC’s market surveillance program. Srinivasan Decl. ¶ 4(e). The SDR Reporting Rule. requires swap market participants to report transaction information to swap data repositories (“SDRs”). See 77 Fed.Reg. 2336 (Jan. 13, 2012) (codified at 17 C.F.R. Part 45). The Historical SDR Reporting Rule requires similar reporting for certain past transactions. See 77 Fed.Reg. 35200 (June 12, 2012) (codified at 17 C.F.R. Part 46). The Large Trader Reporting Rule requires. clearing organizations and swap dealers to report large market positions so that the CFTC can detect market manipulation. See 76 Fed.Reg. 43851 (July 22, 2011) (codified at 17 C.F.R. Part 20). During the comment periods for most of the Title YII Rules, plaintiffs and their members sought clarification as to the Rules’ extraterritorial applications under 7 U.S.C. § 2(i)— e.g., which foreign entities were required to register as swap dealers and what types of swaps needed to be “cleared” and reported to the CFTC. See, e.g., Comment from IIB on Swap Entity • Registration Rule, Jan. 10, 2011, at 3 (JA at 1125); Comment from SIFMA on Swap Entity Registration Rule, Feb. 3, 2011, at 4 (JA at 1146); Comments from SIFMA and ISDA on Real-Time Reporting Rule, Feb. 7, 2011, at 27-29 (JA at 1222-24); Comments from Barclays Bank PLC et al. on Various Title VII Rules, Feb. 17, 2011 (JA at 1302); Comment from Cleary Gott-lieb Steen & Hamilton LLP on SEF Registration Rule, Apr. 5, 2011, at 21-22 (JA at 1289-90). Commenters generally requested that the CFTC “narrowly construe! ]” its authority to apply the Title VII Rules extraterritorially, see Comment from SIFMA on Swap Entity Registration Rule, Feb. 3, 2011, at 5 (JA at 1147), in order to “avoid regulatory uncertainty and ambiguity ... that will ensue if [foreign] market participants are required to comply with inconsistent or redundant regulations” under U.S. and foreign law. See Comments from SIFMA and ISDA on Real-Time Reporting Rule at 27 (JA at 1222). Notwithstanding those comments, the CFTC did not address the extraterritoriality of the Title VII Rules in those rulemak-ings. Nor did the CFTC explicitly address the costs and benefits of the Rules’ extraterritorial application in those Rules’ Section 19(a)(1) cost-benefit analyses. See 7 U.S.C. § 19(a)(1), Instead, the CFTC “limit[ed]” its final rulemakings to the substantive requirements of the Title VII Rules, describing those Rules’ extraterritorial applications as “beyond the scope of this rulemaking,” see Swap Entity Registration Rule, 77 Fed.Reg. at 2619-20, and stating that it “intended] to separately address” issues of extraterritorial application in “separate releases.” See Entity Definition Rule, 77 Fed.Reg. at 30605, 30688 n.1119. That separate “release” came in the form of the Cross-Border Action also challenged by plaintiffs in this case. IV. THE CROSS-BORDER ACTION On July 12, 2012, the CFTC released for public comment a proposed “interpretive guidance and policy statement” addressing the “cross-border application” of the Title Vll Rules. See Cross-Border Application of Certain Swaps of the Commodity Exchange Act, 77 Fed.Reg. 41214 (July 12, 2012). On January 7, 2013, after receiving approximately 290 comments on the initial proposed “guidance,” see Cross-Border Action, 78 Fed.Reg. at 45295, the CFTC issued further proposed “guidance” on specific elements of its proposed cross-border application policies. See Further Proposed Guidance Regarding Compliance with Certain Swap Regulations, 78 Fed. Reg. 909 (Jan. 7, 2013). The CFTC received approximately two dozen additional comments on the further proposed “guidance.” Cross-Border Action, 78 Fed.Reg. at 45295. On July 22, 2013, the CFTC issued an “Exemptive Order” that provided certain entities temporary “transitional relief’ from the Title VJI Rules “in order to avoid unnecessary market disruptions and to facilitate market participants’ transition to the new Dodd-Frank swaps regime,” including policies in the forthcoming Cross-Border Action. See Exemptive Order Regarding Compliance with Certain Swap Regulations, 78 Fed.Reg. 43785, 43786. (July 22, 2013). On July 26, 2013, over a dissent from Commissioner Scott D. O’Ma-lia, the CFTC promulgated its final Cross-Border Action. 78 Fed.Reg. at 45292. The final document, including appendices, encompasses seventy-eight pages in the Federal Register and does not contain a cost-benefit analysis. The Court addresses only those portions of the Cross-Border Action relevant to plaintiffs’ amended complaint. A “Scope” of the Cross-Border Action Formally titled “Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations,” the Cross-Border Action contains a section devoted to its “scope.” See 78 Fed.Reg. at 45293, 45297. According to that section, the Cross-Border Action sets forth the general policy of the [CFTC] in interpreting how section 2(i) of the CEA provides for the application of the swaps provisions of the CEA and [CFTC] regulations to cross-border activities when such activities have a “direct and significant connection with activities in, or effect on, commerce of the United States” or when they contravene [CFTC] rulemaking. Id. at 45297. Because of the “complex and dynamic nature of the global swap market and the need to take an adaptable approach to cross-border issues,” the Cross-Border Action states that the CFTC will “periodically review” the Cross-Border Action as “foreign regulatory regimes and the global swaps market continue to evolve.” Id. The Cross-Border Action distinguishes itself from a “binding rule” that “would state with precision when particular requirements do and do not apply to particular situations.” 78 Fed.Reg. at 45297. Instead, the Cross-Border Action is “a statement of the [CFTC]’s general policy regarding cross-border swap activities and allows for flexibility in application to various situations, including consideration of all relevant facts and circumstances that are not explicitly discussed” within the Cross-Border Action itself. Id. (footnote omitted). The Cross-Border Action further emphasizes that while it “is intended to inform the public of the [CFTC’s] views on how it ordinarily expects to apply existing law and regulations in the cross-border context,” the CFTC will apply the relevant statutory provisions and regulations on a case-by-case basis according to “the particular facts and circumstances” of the cross-border conduct. Id. The Cross-Border Action’s positions on its “scope” are carried out through its more substantive portions. In those sections, the Cross-Border Action conditions its statements with the modifier “generally” nearly 200 times, see Brief of the Chamber of Commerce of the United States of America as Amicus Curiae in Support of Plaintiffs’ Motion for Summary Judgment, Feb. 3, 2014 [Dkt. No. 25] at 2; reiterates the CFTC’s case-by-case approach on multiple occasions, e.g., Cross-Border Action, 78 Fed.Reg. at 45308-09, 45316, 45320, 45348; and encourages market participants to consult CFTC staff regarding individual circumstances. See, e.g., id. at 45326, 45345, 45349. B. “Interpretation” of 7 U.S.C. § 2(i) The Cross-Border Action’s interpretation of 7 U.S.C. § 2(i) immediately follows the section defining the Action’s “scope.” See 78 Fed.Reg. at 45297-300. The interpretation focuses on Section 2(i)’s statutory language providing that the Title VII statutory provisions and regulations “shall not apply to activities outside the United States unless those activities ... have a direct and significant connection with activities in, or effect on, commerce of the United States.” 7 U.S.C. § 2(i); see Cross-Border Action, 78 Fed.Reg. at 45298. Relying on the Supreme Court’s interpretation of similar language in F. Hoffmanm-La Roche Ltd. v. Empagran S.A., 542 U.S. 155, 124 S.Ct. 2359, 159 L.Ed.2d 226 (2004), the Cross-Border Action reads Section 2(i) as a “clear expression of congressional intent that the swaps provisions of Title VII of the Dodd-Frank Act apply to activities beyond the borders of the United Slates when certain circumstances are present.” Cross-Border Action, 78 Fed.Reg. at 45298. The Cross-Border Action goes on to construe the word “direct” in Section 2(i)(l) to require only “a reasonably proximate causal nexus,” and not “foreseeability, substantiality, or immediacy.” 78 Fed. Reg. at 45300. In making this determination, the Cross-Border Action adopts the position of the Department of Justice Antitrust Division with respect to the meaning of the same term in the Foreign Trade Antitrust Improvements Act, 15 U.S.C. § 6a, which had been recently adopted by the Seventh Circuit, sitting en banc, in Minn-Chem, Inc. v. Agrium, Inc., 683 F.3d 845 (7th Cir.2012), Cross-Border Action, 78 Fed.Reg. at 45299-300. The Cross-Border Action also rejects any interpretation of Section 2(i)(l) that would “require a transaction-by-transaction basis determination that a specific swap outside the United States” has the jurisdictionally requisite “ ‘connection with activities in, or effect on, commerce in the United States.’ ” Cross-Border Action, 78 Fed.Reg. at 45300 (quoting 7 U.S.C. § 2(i)(l)). Instead, the Cross-Border Action concludes that “it is the connection of swap activities, viewed as a class or in the aggregate, to activities in commerce of the United States that must be assessed to determine whether [extraterritorial] application of the [Title VII] swaps provisions is warranted.” Id. C. Interpretation of the Term “U.S. person” Having interpreted the scope of Section 2(i)(l)’s jurisdictional nexus, the Cross-Border Action uses the term “U.S. person” to “generally encompass! ] those persons whose activities — either individually or in the aggregate — have the requisite ‘direct and significant’ connection with activities in, or effect on, U.S. commerce” to satisfy Section 2(i)’s. jurisdictional nexus and therefore to be subject to the Title VII provisions and regulations. Cross Border Action, 78 Fed.Reg. at 45308; see also id at 45301 (“[T]he term ‘U.S. person’ identifies those persons who, under the [CFTC]’s interpretation, could be expected to satisfy the jurisdictional nexus under section 2(i) of the CEA based on their swap activities either individually or in the aggregate.”). The Cross-Border Action thereafter provides an eight-pronged “interpretation” of the term “U.S. person.” Id. at 45316-17. The interpretation expands beyond “[a]ny natural person who is a resident of the United States” and “any corporation ... that is organized or incorporated under the laws of a state or other jurisdiction in the United States or having its principal place of business in the United States” to include, inter alia, other entities based on their legal and financial relationships with the aforementioned types of U.S. persons. Id. The Cross-Border Action explains that the various prongs of the [CFTC]’s interpretation are intended to identify persons for which, in practice, the connection or effects required by section 2(i) are likely to exist and thereby inform the public of circumstances in which the [CFTC] expects that the swaps provisions of the CEA and the [CFTC]’s regulations would apply pursuant to the statute. In this respect, the [CFTC] will consider not only a person’s legal form and its domicile (or location of operation), but also the economic reality of a particular structure or arrangement, along with all other relevant facts and circumstances, in order to identify those persons whose activities meet the “direct and significant” jurisdictional nexus. Id. at 45308-09. For the purposes of this lawsuit, the most relevant of the Cross-Border Action’s interpretations of the term “U.S. person” are those relating to (1) foreign branches of U.S. persons, and (2) foreign guaranteed affiliates ¿f U.S. persons. In both its proposed and final forms, the Cross-Border Action interprets the term “U.S. person” to include “a foreign branch of a U.S. person.” Cross-Border Action, 78 Fed.Reg. at 45315; id. at 45317. The Cross-Border Action explains that “a branch does not have a legal identity separate from that of its principal entity” and thus “branches are neither separately incorporated nor separately capitalized and, more generally, the rights and obligations of a branch are the rights and obligations of its principal entity (and vice versa).” Id. at 45315. Therefore, the Cross-Border Action expresses the CFTC’s general view that “the activities of a foreign branch as the activities of the principal entity, and thus a foreign branch of a U.S. person is a U.S. person.” Id.; see also id. at 45317 (“[T]he term ‘U.S. person’ generally means that a foreign branch of a U.S. person would be covered by virtue of the fact that it is a part, or an extension, of a U.S. person.”). In contrast to foreign branches of U.S. persons, the Cross-Border Action emphasizes that the CFTC “does not interpret section 2(i) to require that it treat a non-U.S. person as a ‘U.S. person’ solely because it is controlled by or under common control with a U.S. person.” Cross-Border Action, 78 Fed.Reg. at 45312 n.215. Instead, the Cross-Border Action expresses CFTC’s view that “where one or more U.S. owners has unlimited responsibility for losses or nonperformance by its majority-owned affiliate” — a so-called “guaranteed affiliate” — “there is generally a direct and significant connection with activities in, or effect on, commerce of the United States within the meaning of section 2(i),” id. at 45312, because the “guarantee creates a significant risk transfer into the United States.” Id. at 45313. Therefore, the Cross-Border Action concludes that a guaranteed affiliate of a U.S. person would itself “appropriately be considered a ‘U.S. person’ ” subject to applicable Title VII rules and regulations. Id. at 45312. D. Aggregation The Cross-Border Action also addresses the aggregation requirement for the de minimis exception to Dodd-Frank’s “swap dealer” designation. See 78 Fed.Reg. at 45320-27. The Dodd-Frank Act exempted from its definition of “swap dealer” those swap dealers who “engage[ ] in a de min-imis quantity of security-based swap dealing in connection with transactions with or on behalf of [their] customers.” 7 U.S.C. § la(49)(D). The Act also required the CFTC to “promulgate regulations to establish factors with respect to the making of any determination to exempt.” Id. On May 23, 2012, the CFTC and the SEC promulgated such regulations in their joint Entity Definition Rule. See 77 Fed. Reg. at 30626-35 (codified at 17 C.F.R. § 1.3(ggg)(4)). The regulations, inter alia, exempt a person otherwise meeting the “swap dealer” definition from registration requirements so long as the swap positions connected with those dealing activities into which the person — or any other entity controlling, controlled by or under common control with the person — enters over the course of the immediately preceding 12 months ... have an aggregate gross notional amount of no more than $3 billion. ... 17 C.F.R. § 1.3(ggg)(4)(i) (emphasis added). The Cross-Border Action construes “any other entity controlling, controlled by or under common control with,” see 17 C.F.R. § 1.3(ggg)(4), to generally include foreign affiliates. See Cross Border Action, 78 Fed.Reg. at 45326. As a result, when aggregating swaps positions to determine whether to register as a swap dealer, “a person (whether U.S. or non-U.S.) should generally include all relevant dealing swaps of all its U.S. and non-U.S. affiliates under common control, except that swaps of an affiliate (either U.S. or non-U.S.) that is a registered swap dealer are excluded.” Id. The Cross-Border Action explains: Stated in general terms, the [CFTCJs interpretation allows both U.S. persons and non-U.S. persons in an affiliated group to engage in swap dealing activity up to the de minimis threshold. When the affiliated group meets the de minim-is threshold in the aggregate, one or more affiliate(s) (inside or outside the United States) would generally have to register as swap dealer(s) so that the relevant swap dealing activity of the unregistered affiliates remains below the threshold. Id. at 45323. E. Categorization of Certain Title VII Rules as “Entity-” or “Transaction-level” The Cross-Border Action also categorizes certain Title VII Rules as either “entity-” or “transaction-level,” to distinguish when those Rules apply extraterritorially. “Entity-level” requirements define the general obligations of regulated market participants irrespective of the characteristics of individual swaps transactions. Thus, under the Cross-Border Action, entity-level requirements generally apply to “registered swap dealers ... across all their swaps without distinction as to coun-terparty or the location of the swap.” 78 Fed.Reg. at 45331 (emphasis added). The entity-level requirements include Risk Management, Chief Compliance Officer, SDR Reporting, Historical SDR Reporting, and Large Trader Reporting Rules. See id. at 45364-66. In contrast, the “transaction-level” requirements impose transaction-specific obligations on swap market participants. Under the Cross-Border Action, the identity of the counterparty is significant in determining whether a foreign registered swap dealer must comply'with transaction-level requirements for that swap : if the counterparty is not a U.S.-person, the transaction-level requirements generally would not apply. 78 Fed.Reg. at 45333. The “transaction-level” requirements include the Real-Time Reporting, Daily Trading Records, Clearing Determination, Straight-Through Processing, Portfolio Reconciliation and Documentation, and Trade Execution Rules. See id. at 45366-68. F. Application of Transaction-level Requirements to Certain “Foreign Affiliate Conduits” The Cross-Border Action extends transaction-level requirements to certain so-called “foreign affiliate conduits.” See 78 Fed.Reg. at 45357-59. As described by the Cross-Border Action: [I]t is common for large global companies to centralize their hedging or risk-management activities in one or more affiliates (informally referred to as a “treasury conduit” or “conduit”). Under this structure, the conduit may enter into swaps with its affiliates and then enter into offsetting swaps with third-parties. In other cases, the conduit may enter into swaps with third-parties as agent for its affiliates. In either case, the conduit functions as a vehicle by which various affiliates engage in swaps with third-parties (i.e., the market). Id. at 45358. The Cross-Border Action acknowledges that conduit arrangements are beneficial in that they “promote[ ] operational efficiency and prudent risk management by enabling a company to manage its risks on a consolidated basis at a group level.” 78 Fed. Reg. at 45358. The Cross-Border Action also opines, however, that “the risks resulting from swaps of the entity that faces the market as a conduit on behalf of its affiliates in fact reside with those affiliates; that is, while the swaps are entered into by the conduit, through back-to-back swaps or other arrangements the conduit passes the risks and benefits of those swaps to its affiliates.” Id. Thus, “where the conduit is located outside the United States, but is owned and controlled by a U.S. person,” the Cross-Border Action concludes that “to recognize the economic reality of the situation, the conduit’s swaps should be attributed to the U.S. affiliate(s)” and transaetion-level requirements should apply to the conduit’s swaps with non-U.S. persons. Id. G. Substituted Compliance As a general rule, the Title VII Rules apply to all “registered” swap dealers and major swap participants, “irrespective of where they are based.” Cross-Border Action, 78 Fed.Reg. at 45342. The Cross-Border Action announces the CFTC’s planned policy for “substituted compliance,” whereby certain foreign entities operating in compliance with the home jurisdiction’s swaps regulations would be considered in compliance with the Title VII Rules as well. 78 Fed.Reg. at 45340-46. Grounded in principles of “international comity,” see Cross-Border Action, 78 Fed. Reg. at 45342, the premise of “substituted compliance” is simple. The CFTC “may determine that certain laws and regulations of a foreign jurisdiction are comparable to and as comprehensive as a corresponding category of’ Title VII laws and regulations. Id. at 45340. If it does so, then an entity or transaction in that foreign jurisdiction “will be deemed to be in compliance” with the relevant category of Title VII laws and regulations through compliance with the corresponding and comparable foreign laws and regulations. Id. The Cross-Border Action explains that “substituted compliance” would serve the purpose of “avoiding potential conflicts between U.S. regulations and foreign law” while still “ensuring the high level of regulation contemplated by the Dodd-Frank Act.” Id. Even with these purposes in mind, however, the Cross-Border Action concludes that substituted compliance would not be available for transaction-level requirements applying to (1) swaps between non-U.S. swap dealers and U.S. persons and (2) swaps involving U.S. branches and U.S. personnel of foreign entities. The Cross-Border Action clarifies, inter alia, that substituted compliance “would generally not be available for [certain] Transaction-Level Requirements” for swaps between a foreign registered swap dealer or major swap participant and a U.S. person (other than a foreign branch of a U.S. swap dealer or major swap participant). 78 Fed.Reg. . at 45353. The Cross-Border Action notes the CFTC’s “strong interest in ensuring that the swap fully complies with the ... Transaction Level Requirements, without substituted compliance,” because “swaps between U.S. persons and non-U.S. persons inherently raise the possibility of’ risk magnification and transfer that Title VII was meant to control. Id. In footnote 513, the Cross-Border Action adopts the “view” that “a U.S. branch of a non-U.S. swap dealer or [major swap participant] would be subject to [certain] Transaction-Level requirements, without substituted compliance available.” 78 Fed. Reg. at 45350 n.513. The Cross-Border Action explains — as it previously had done with respect to foreign branches of U.S. persons — that “a branch does not have a separate legal identity apart from its principal entity,” and thus the CFTC “considers a U.S. branch of a non-U.S. swap dealer or non-U.S. [major swap participant] to be a non-U.S. person.” Id. Nonetheless, the Cross-Border Action concludes that transaction-level requirements apply to U.S. branches of non-U.S. persons — without substituted compliance available — because the CFTC has a “strong supervisory interest in regulating the dealing activities that occur with[in] the United Slates, irrespective of the coun-terparty (just as the [CFTC] allows for substituted compliance for foreign branches in certain instances to take into account the strong supervisory interest of local regulators).” Id. Following the promulgation of the Cross-Border Action, some financial institutions believed that footnote 513 contained a loophole to compliance with transaction-level requirements: that non-U.S. swap dealers — including affiliates of U.S. persons — could completely avoid transaction-level requirements by arranging swaps with non-U.S. counterparties using traders or brokers working for U.S. persons within the United States, but then “booking” the swaps with an overseas affiliate. U.S.-based firms that lacked the corporate family structure necessary to take advantage of this supposed “loophole” sought input from the CFTC as to whether the strategy actually shielded the swaps from transaction-level requirements. See Defendant CFTC’s Cross-Motion for Summary Judgment, Opposition to Plaintiffs’ Motion for Summary Judgment, and Motion to Dismiss in Part (“CFTC Mot.”), Mar. 14, 2014 [Dkt. No. 28] at 13. On November 14, 2013, the CFTC Division of Swap Dealer and Intermediary Oversight (“DSIO”) published an advisory stating that, in its view — “which do[es] not necessarily represent the position or view of the Commission” — transaction-level requirements could not be so easily avoided: DSIO believes that persons regularly arranging, negotiating, or executing swaps for or on behalf of [a swap dealer] are performing core, front-office activities of that [swap dealer’s dealing business. Thus, DSIO is of the view that a non-U.S. [swap dealer] (whether an affiliate or not of a U.S. person) regularly using personnel or agents located in the U.S. to arrange, negotiate, or execute a swap with a non-U.S. person generally would be required to comply with the Transaction-Level Requirements. Applicability of Transaction-Level Requirements to Activity in the United States, CFTC Letter No. 13-69, 2013 WL 6056614, at *1 (Nov. 14, 2013) (JA at 791). According to ISDA chairman Stephen O’Connor, DSIO’s advisory “was the straw that broke the camel’s back” that ultimately led to this lawsuit. V. PROCEDURAL HISTORY On December 4, 2013, plaintiffs — three trade associations that represent the interests of the financial industry and count as their members some of the world’s largest securities firms, banks and asset managers — filed this action. The case was initially assigned to Judge Ellen Segal Hu-velle, but was later transferred by consent to the undersigned pursuant to Local Civil Rule 40.6(a). Plaintiffs’ amended complaint challenges the Cross-Border Action and the Title VII Rules on several bases. Plaintiffs allege that the Cross-Border Ac~ tion was promulgated in violation of the APA’s notiee-and-comment requirements, 5 U.S.C. § 553(b)-(e), and the CEA’s cost-benefit analysis requirements, 7 U.S.C. § 19(a)(2), and is an arbitrary and capricious substantive interpretation of 7 U.S.C. § 2(i). Amended Complaint (“Amd. Compl.”), Dec. 27, 2013 [Dkt. No. 11] ¶¶ 96-119. Plaintiffs similarly allege that the challenged Title VII Rules on their face lack independent extraterritorial effect and were promulgated in violation of the APA’s notice-and-comment requirements and CEA’s cost-benefit analysis requirements. Id. ¶¶ 120-33. Finally, plaintiffs allege that the extraterritorial scope of the SEF Registration Rule is an arbitrary and capricious interpretation of 7 U.S.C. § 2(i). Id. ¶¶ 134-37. Plaintiffs seek, inter alia. (1) a declaratory judgment that the Cross-Border Action and the Title VII Rules (as applied extraterritorially) are procedurally and substantively infirm; (2) vacatur of the Cross-Border Action in its entirely; (3) partial vacatur of the Title VII Rules to the extent that they purport to have extraterritorial application; (4) an injunction enjoining the CFTC from enforcing most of the Title VII Rules extraterritorially until the agency promulgates a procedurally valid legislative rule regarding extraterritoriality; and (5) a permanent injunction enjoining the CFTC (with no apparent conditional end-date) “from implementing, applying, or taking any action whatsoever to enforce the SEP Registration Rule on trading platforms organized or incorporated under the laws of a jurisdiction outside of the United States.” Amd. Compl. ¶ 143. On December 27, 2013, plaintiffs moved for summary judgment. Plaintiffs sought expedited consideration of their motion, while the CFTC sought to hold plaintiffs’ motion in abeyance pending the filing of a planned motion to dismiss. Judge Hu-velle denied the motion to expedite and the motion to hold the case in abeyance, set a briefing schedule, granted amici leave to file briefs in support of the parties, and ordered plaintiffs to produce declarations from their members substantiating their standing to challenge the Cross-Border Action and the Title VII Rules. Order, Jan. 14, 2014 [Dkt. No. 20]. Plaintiffs produced their member declarations on January 27, 2014, and the parties completed the briefing on the CFTC’s motion to dismiss and the parties’ cross-motions for summary judgment on May 2, 2014. The parties have filed an administrative record, a joint appendix, and several notices of supplemental regulatory and legal authorities. The Chamber of Commerce filed an amicus brief in support of plaintiffs, while nineteen current and former members of Congress, as well as the non-profit group Better Markets, Inc., filed amicus briefs in support 'of the CFTC. The case was reassigned to the undersigned on June 18, 2014. On June 23, 2014, the Court ordered the parties to submit supplemental briefs regarding whether plaintiffs lacked standing under the shareholder standing rule and whether the Cross-Border Action was an interpretive rule. Order, June 23, 2014 [Dkt. No. 48]. The parties completed their supplemental briefing on July 18, 2014. The parties presented oral arguments on the dispositive motions now pending before the Court on July 30, 2014. PART TWO: STANDARDS OF REVIEW I. MOTION TO DISMISS The CFTC moves to dismiss plaintiffs’ complaint under Rule 12(b)(1) of the Federal Rules of Civil Procedure for lack of standing and, as to the Cross-Border Action, ripeness. CFTC Mot. at 15. “On a motion to dismiss for lack of subject matter jurisdiction, the plaintiff bears the burden of establishing that the Court has jurisdiction.” Sierra Club v. Jackson, 813 F.Supp.2d 149, 154 (D.D.C.2011). At the same time, the Court “ ‘must accept as true all material allegations of the complaint, and must construe the complaint in favor of the complaining party.’ ” Ord v. Dist. of Columbia, 587 F.3d 1136, 1140 (D.C.Cir.2009) (quoting Warth v. Seldin, 422 U.S. 490, 501, 95 S.Ct. 2197, 45 L.Ed.2d 343 (1975)). The Court “may consider documents outside the pleadings to assure itself that it has jurisdiction.” Al-Owhali v. Ashcroft, 279 F.Supp.2d 13, 21 (D.D.C.2003); accord Haase v. Sessions, 835 F.2d 902, 906 (D.C.Cir.1987) (“In 12(b)(1) proceedings, it has been long accepted that the judiciary may make ‘appropriate inquiry’ beyond the pleadings to ‘satisfy itself on authority to entertain the case.’ ” (quoting Gordon v. Nat'l Youth Work Alliance, 675 F.2d 356, 362-63 (D.C.Cir.1982))). Moreover, the Court’s consideration of supplemental materials — such as plaintiffs’ declarations in this case — does not convert the CFTC’s motion to dismiss into one for summary judgment. See Ord, 587 F.3d at 1140; see also Haase, 835 F.2d at 905 (“[T]he plain language of Rule 12(b) permits only a 12(b)(6) motion to be converted into a motion for summary judgment.”); Gordon, 675 F.2d at 363 n. 18 (“[T]he impropriety of transforming Rule 12(b)(1) motions into summary-judgment motions is well-settled.”). Instead, if the Court’s jurisdiction “does not adequately • appear from all materials of record, the complaint must be dismissed.” Warth, 422 U.S. at 502, 95 S.Ct. 2197. II. MOTION FOR SUMMARY JUDGMENT The parties have also filed cross-motions for summary judgment. “[W]hen an agency action is challenged!, t]he entire case on review is a question of law, and only a question of law.” Marshall Cnty. Health Care Auth. v. Shalala, 988 F.2d 1221, 1226 (D.C.Cir.1993). While the general standard for summary judgment set forth in Rule 56 of the Federal Rules of Civil Procedure does not apply to a review of agency actions, summary judgment nonetheless “serves as the mechanism for deciding, as a matter of law, whether the agency action is supported by the administrative record and otherwise consistent with the APA standard of review.” Sierra Club v. Mainella, 459 F.Supp.2d 76, 90 (D.D.C.2006) (citing Richards v. INS, 554 F.2d 1173, 1177 & n. 28 (D.C.Cir.1977)); accord UPMC Braddock v. Harris, 934 F.Supp.2d 238, 245 (D.D.C.2013); Cottage Health Sys. v. Sebelius, 631 F.Supp.2d 80, 89-90 (D.D.C.2009). Under the APA, a reviewing court shall “hold unlawful and set aside agency action, findings, and conclusions found to be ... arbitrary, capricious, an abuse of discretion, or otherwise not in accordance with law.” 5 U.S.C. § 706(2)(A). “This is a ‘deferential standard’ that ‘presumefs] the validity of agency action.’ ” World-Com, Inc. v. FCC, 238 F.3d 449, 457 (D.C.Cir.2001) (alteration in original) (quoting Sw. Bell Tel. Co. v. FCC, 168 F.3d 1344, 1352 (D.C.Cir.1999)). “An agency decision is arbitrary and capricious if it ‘relied on factors which Congress has not intended it to consider, entirely failed to consider an important aspect of the problem, offered an explanation for its decision that runs counter to the evidence before the agency, or is so implausible that it could not be ascribed to a difference in view or the product of agency expertise.’ ” Cablevision Sys. Corp. v. FCC, 649 F.3d 695, 714 (D.C.Cir.2011) (quoting Motor Vehicle Mfrs. Ass’n v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 43, 103 S.Ct. 2856, 77 L.Ed.2d 443 (1983)); accord Agape Church, Inc. v. FCC, 738 F.3d 397, 410 (D.C.Cir.2013). The Court’s “limited” review “focuses on the reasonableness of the agency’s decisionmaking process” and is “particularly deferential” where the agency’s decision is “primarily predictive” and the agency has “acknowledge^] factual uncertainties and identified] the considerations it found persuasive.” Rural Cellular Ass’n v. FCC, 588 F.3d 1095, 1105 (D.C.Cir.2009). Just as the Court may not “substitute [its] judgment for that of the agency” to set aside an agency action, id. it also may not “affirm an agency decision on a ground other than that relied upon by the agency.” Manin v. Nat’l Transp. Safety Bd., 627 F.3d 1239, 1243 (D.C.Cir.2011). PART THREE: ANALYSIS I. STANDING The Court must first address the “ ‘threshold jurisdictional question’ ” of plaintiffs’ Article III standing to challenge the Cross-Border Action and the Title VII Rules: See Holistic Candlers & Consumers Ass’n v. FDA, 664 F.3d 940, 943 (D.C.Cir.2012) (internal quotation marks omitted). The “irreducible constitutional minimum of [Article III] standing,” Lujan v. Defenders of Wildlife, 504 U.S. 555, 560, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992), requires that a plaintiff “show (1) it has suffered an ‘injury in fact’ that is (a) concrete and particularized and (b) actual or imminent, not conjectural or hypothetical; (2) the injury is fairly traceable to the challenged action of the defendant; and (3) it is likely, as opposed to merely speculative, that the injury will be redressed by a favorable decision.” Friends of the Earth, Inc. v. Laidlaw Envtl. Servs., Inc., 528 U.S. 167, 180-81, 120 S.Ct. 693, 145 L.Ed.2d 610 (2000) (citing Lujan, 504 U.S. at 560-61, 112 S.Ct. 2130). Although plaintiffs must prove separate standing as to each agency action challenged, see Am. Trucking Ass’ns v. Fed. Motor Carrier Safety Admin., 724 F.3d 243, 248 (D.C.Cir.2013), “only one plaintiff must have standing” for each claim to survive. In re Navy Chaplaincy, 697 F.3d 1171, 1178 (D.C.Cir.2012); accord Grocery Mfrs. Ass’n v. EPA, 693 F.3d 169, 175 (D.C.Cir.2012). Because plaintiffs are trade associations and do not assert standing “on their own behalf,” Havens Realty Corp. v. Coleman, 455 U.S. 363, 378-79 & n. 19, 102 S.Ct. 1114, 71 L.Ed.2d 214 (1982), they must satisfy the standard for associational standing established in Hunt v. Washington State Apple Advertising Commission, 432 U.S. 333, 97 S.Ct. 2434, 53 L.Ed.2d 383 (1977). Under Hunt, an association has Article III standing “ ‘only if (1) at feast one of its members would have standing to sue in his own right; (2) the interest it seeks to protect is germane to its purpose; and (3) neither the claim asserted nor the relief requested requires the member to participate in the lawsuit.’ ” Am. Trucking Ass’ns, 724 F.3d at 247 (quoting Rainbow/PUSH Coalition v. FCC, 330 F.3d 539, 542 (D.C.Cir.2003)); accord Nat’l Ass’n of Home Builders v. EPA, 667 F.3d 6, 12 (D.C.Cir.2011). Plaintiffs bear the burden of specifically identifying at least one “member [who] had or would suffer harm” from each challenged agency action. Summers v. Earth Island Inst., 555 U.S. 488, 498, 129 S.Ct. 1142, 173 L.Ed.2d 1 (2009). There is no dispute that the plaintiff associations in this case satisfy the second and third Hunt prongs. Cf. Am. Trucking Ass’ns, 724 F.3d at 247 (describing a national trade association’s interest in challenging a rule regulating its industry as “obvious”). The CFTC questions only whether any of plaintiffs’ members would have standing to challenge the Cross-Border Action or the Title VII Rules in their own right. See CFTC Mot. at 56-59; CFTC Suppl. Br. at 2-8. The D.C. Circuit has noted that standing often will be “self-evident” where an association’s member is “ ‘an object of the [agency] action (or foregone action) at issue’ ... as is the case usually in review of a rulemaking.” Sierra Club v. EPA, 292 F.3d 895, 899-900 (D.C.Cir.2002) (quoting Lujan, 504 U.S. at 561-62, 112 S.Ct. 2130). Where the asserted injury “is based on governmental regulation of a third party, [however,] proof of standing may be problematic.” Gilardi v. U.S. Dep’t of Health & Human Servs., 733 F.3d 1208, 1228 (D.C.Cir.2013). And it is “the burden of the plaintiff to adduce facts showing that those [third-party] choices have been or will be made in such manner as to produce causation and permit redressability of injury.” Lujan, 504 U.S. at 562, 112 S.Ct. 2130. Relatedly, “[n]o shareholder — not even a sole shareholder — has standing in the usual case to bring suit in his individual capacity on a claim that belongs to the corporation.” Am. Airways Charters, Inc. v. Regan, 746 F.2d 865, 873 n. 14 (D.C.Cir.1984); accord Schenley Distillers Corp. v. United States, 326 U.S. 432, 435, 66 S.Ct. 247, 90 L.Ed. 181 (1946). To establish standing pursuant to these established principles, the plaintiff associations must identify for each challenged Title VII Rule at least one member of one of their associations that is regulated or directly harmed by that Rule’s extraterritorial application. For the limited purposes of its standing analysis, the Court must assume that plaintiffs are correct that the Cross-Border Action is a binding legislative rule carrying the force of law. See City of Waukesha v. EPA, 320 F.3d 228, 235 (D.C.Cir.2003) (“[I]n reviewing the standing question, the court must be careful not to decide the questions on the merits for or against the plaintiff, and must therefore assume that on the merits the plaintiffs would be successful in their claims.”). Under this assumption, the Cross-Border Action defines the scope of the Title VII Rules’ extraterritorial applications under 7 U.S.C. § 2(i). Thus, plaintiffs’ standing to challenge the extraterritorial application of any Title VII Rule will establish their standing to challenge the Cross-Border Action. A Declarations in Support of the Plaintiff Associations’ Standing Based on the declarations the plaintiff associations filed in support of their standing, plaintiffs’ members may be classified as either foreign- or U.S.-based. Plaintiffs’ foreign-based members — Société Générate (“SG”) (a French company and member of IIB, ISDA, and SIFMA) and Deutsche Bank AG (a German company and member of IIB and ISDA) — share key characteristics. Both registered as swap dealers prior to the CFTC’s promulgation of the Cross-Border Action. Declaration of Francois Barthelemy, Managing Director, SG (“SG Deck”), Jan. 27, 2014 [Dkt. No. 22-5] ¶ 6; Declaration of Robert C. Lee, Director, Deutsche Bank AG (“Deutsche Bank Deck”), Jan. 27, 2014 [Dkt. No. 22-6] ¶ 6. Both now rely on the Cross-Border Action to determine whether foreign entities with which they execute swaps are “U.S. persons.” And both must comply with the challenged transaction-level requirements in the Real-Time Reporting, Daily Trading Records, Clearing Determination, Straight-Through Processing, and Portfolio Reconciliation and Documentation Rules when trading with a foreign counterparty that is a “U.S. person” under the Cross-Border Action. SG Deck ¶ 8; Deutsche Bank Deck ¶ 8. Finally, declarants for SG and Deutsche Bank AG state that the companies are economically harmed by the CFTC’s extraterritorial regulation of SEFs under the SEP Registration and Trade Execution Rules. SG Deck ¶¶ 8, 10; Deutsche Bank Deck ¶¶ 8, 10. Plaintiffs’ U.S.-based members collectively address each of the challenged Title VII Rules. See, e.g., JPMorgan Deck ¶¶ 7-8, 10-20; Declaration of Thomas Riggs, Managing Director, Goldman, Sachs & Co. (“Goldman Deck”), Jan. 27, 2014 [Dkt. No. 22-2] ¶¶ 8-9. The U.S.-based members, however, are not themselves subject to the extraterritorial application of the Title Vll Rules, as a result of the Cross-Border Action or otherwise. Instead, it is the U.S.-based members’ legally distinct foreign affiliates that are subject to the Rules’ extraterritorial applications. For example, J.P. Morgan Securities LLC and JPMorgan Chase & Co. — members of SIFMA and ISDA, respectively — are not regulated extraterritorially by the Title VII Rules pursuant to the Cross-Border Action. JPMorgan Deck ¶¶ 1, 7-8. Rather, their foreign guaranteed affiliate, J.P. Morgan Securities pic, is regulated extra-territorially by many of the Title VII Rules pursuant to the Cross-Border Action, but is not a formal member listed on the membership rolls of the plaintiff associations. JPMorgan Deck ¶¶ 7, 9-18. Similarly, while Goldman, Sachs & Co. — a member of ISDA and SIFMA — is not regulated extraterritorially by the Title VII Rules pursuant to the Cross-Border Action, several of its foreign affiliates — including affiliates that act as conduits — are. Goldman Dec