JOSÉ A. CABRANES, Circuit Judge:

The question presented is whether the United States District Court for the Southern District of New York (Jed S. Rakoff, Judge) properly dismissed the complaint of five Iraqi nationals who claim that they and their family members were tortured, imprisoned, and in some cases executed, by the Saddam Hussein regime. Plaintiffs filed suit in July 2010 against defendants Chevron Corp. and Banque Nationale de Paris Paribas ("BNP") (jointly, "defendants"), alleging that defendants illicitly diverted money to the Saddam Hussein regime — then subject to economic sanctions — in violation of customary international law. Plaintiffs contend on appeal that such harms are cognizable under the Alien Tort Statute of 1789 ("ATS"), 28 U.S.C. § 1350, which establishes district court jurisdiction "of any civil action by an alien for a tort only, committed in violation of the law of nations or a treaty of the United States," as well as the Torture Victim Protection Act of 1991 ("TVPA"), 28 U.S.C. § 1350 note, and New York common law. The District Court entered judgment on November 30, 2010, dismissing plaintiffs' complaint with prejudice under Federal Rules of Civil Procedure 12(b)(1) and (6).

The parties agree, and we hold, that the Supreme Court's decision in Mohamad v. Palestinian Authority, ___ U.S. ___, 132 S.Ct. 1702, 182 L.Ed.2d 720 (2012), indisputably forecloses plaintiffs' claims brought under the TVPA. We also conclude, in a question of first impression for this Court, that we do not have jurisdiction over plaintiffs' ATS claims pursuant to the Supreme Court's decision in Kiobel v. Royal Dutch Petroleum Co., ___ U.S. ___, 133 S.Ct. 1659, 185 L.Ed.2d 671 (2013), and our holding in Presbyterian Church of Sudan v. Talisman Energy, Inc., 582 F.3d 244 (2d Cir.2009). Accordingly, we AFFIRM the judgment of the District Court.

BACKGROUND

I. The Complaint

Plaintiffs in this action are Iraqi women who were the victims of torture by agents of the Saddam Hussein regime or whose husbands were the victims of such torture. Two plaintiffs are Kurdish women currently living in Iraq, and the remaining three plaintiffs were citizens of Iraq at the time of the alleged torture but are now either citizens or permanent residents of the United States.1 Plaintiffs filed the instant case on July 26, 2010, seeking, inter alia, compensatory and punitive damages on their own behalf and as a putative class action on behalf of those similarly situated. They claim that the defendant corporations aided and abetted the abuses of the Saddam Hussein regime by paying the regime kickbacks and other unlawful payments, which enabled the regime to survive and perpetrate the abuses suffered by plaintiffs or their husbands.

The allegations against defendants stem from the United Nations' Oil for Food Programme ("OFP"). The OFP "permitted the export of oil from Iraq in exchange for food, medicine, and other basic civilian necessities" by allowing the purchase of Iraqi oil to proceed through an escrow account, into which purchasers submitted payments and from which providers of civilian necessities received payment. Mastafa v. Chevron Corp., 759 F.Supp.2d 297, 298-99 (S.D.N.Y.2010). Plaintiffs allege that the Saddam Hussein regime — then subject to United Nations economic sanctions — misused the OFP in order to "[e]licit income outside the United Nation[s'] oversight and fund its regime.... [and] to fund its campaign of human rights abuses against its people." Compl. ¶¶ 33-34.

The misuse occurred when the Iraqi regime began imposing illegal "surcharges" of 10 to 30 cents per barrel on oil being lawfully sold by Iraq pursuant to the OFP. The complaint alleges that this surcharge was known to all "contracting customers" of the Saddam Hussein regime, including Chevron — which is alleged to have knowingly paid the illegal surcharge on 9,533,690 barrels of oil. Id. ¶¶ 37-41. The complaint alleges that Chevron "acted as a financer to many ... oil contracts," id. ¶ 58, and that, in doing so, Chevron "made surcharge payments, facilitated surcharge payments and participated in surcharge payments in order to purchase oil from Iraq through the [OFP]," id. ¶ 72. Chevron allegedly "paid $20 million in [illicit] surcharge payments ... through third parties," and "knew that the premiums it paid to the third party were passed through to the Saddam Hussein regime as a requirement to purchase oil." Id. ¶¶ 83-84.

With respect to BNP, the complaint alleges that, pursuant to a Banking Agreement between BNP and the United Nations, BNP was the sole escrow bank for the OFP and was responsible for policing financial transactions associated with it. Under the Banking Agreement, one of BNP's roles as escrow agent for the United Nations was to ensure that financial transactions were in compliance with the United Nations Security Council resolutions that had created the program. Plaintiffs assert that, notwithstanding this obligation under the Banking Agreement, "BNP knew that the true nature of the financial transactions included illicit payments to the [Saddam Hussein] Regime and failed to disclose or interrupt the payments." Id. ¶ 107. Plaintiffs further allege that "[s]ome of the surcharges were paid by BNP through customer accounts," id. ¶ 70, and that in at least one transaction, BNP "hid the identity of oil financiers as participants in an oil transaction" in violation of the Banking Agreement, id. ¶ 125.

There is no allegation by plaintiffs that Chevron or BNP, or their employees, directly engaged in the human rights abuses allegedly committed by the Saddam Hussein regime. Rather, plaintiffs allege that "[t]hese surcharge payments financed the torture" and other atrocities inflicted on them or their husbands, which required considerable funding. Id. ¶ 45. Plaintiffs contend that, through these alleged exploitations of the OFP, Chevron and BNP aided and abetted the Saddam Hussein regime's abuses, and that their claims are therefore actionable under the ATS and the TVPA.

II. Procedural History

On November 30, 2010, the District Court entered judgment dismissing plaintiffs' complaint with prejudice. The dismissal was based on the District Court's conclusions that (1) the ATS claims were barred by the Second Circuit's opinion in Kiobel v. Royal Dutch Petroleum Co., 621 F.3d 111 (2d Cir.2010), which held that the ATS does not confer jurisdiction for claims alleging violations of the "law of nations" (that is, customary international law2) against corporate defendants; (2) plaintiffs had failed adequately to plead negligence under state law, and other state law claims were time-barred; and (3) there were various pleading deficiencies in their TVPA claim.

Plaintiffs timely appealed, and filed their initial briefs in this appeal between April and July 2011. Plaintiffs initially asserted a number of arguments, including that the ATS and TVPA allowed for corporate liability, that claims could be brought against alleged "aiders and abettors" under the TVPA, and that they had met other pleading requirements necessary to state a claim under the TVPA.

After the Supreme Court granted certiorari in Kiobel, ___ U.S. ___, 132 S.Ct. 472, 181 L.Ed.2d 292 (2011), plaintiffs here moved on October 21, 2011, to stay the appeal pending the Supreme Court's adjudication of the case. We granted the motion on October 25, 2011.

Following oral argument in Kiobel, the Supreme Court, on March 5, 2012, ordered supplemental briefing and reargument on "[w]hether and under what circumstances the Alien Tort Statute ... allows courts to recognize a cause of action for violations of the law of nations occurring within the territory of a sovereign other than the United States." ___ U.S. ___, 132 S.Ct. 1738, 182 L.Ed.2d 270 (2012) (internal quotation marks omitted). In April 2013, the Supreme Court issued its decision in Kiobel, ___ U.S. ___, 133 S.Ct. 1659, 185 L.Ed.2d 671 (2013), holding that "the presumption against extraterritoriality applies to claims under the ATS ... and case[s] seeking relief for violations of the law of nations occurring outside the United States [are] barred." Id. at 1669. It did not address, much less question or modify, the holding on corporate liability under the ATS that had formed the central conclusion in the Second Circuit's Kiobel opinion.

Additionally, during the pendency of the stay here, the Supreme Court decided another case with direct relevance to this action. In Mohamad v. Palestinian Authority, ___ U.S. ___, 132 S.Ct. 1702, 182 L.Ed.2d 720 (2012), the Court held that the TVPA "authorizes liability solely against natural persons," id. at 1708, and "does not impose liability against organizations," including corporations, id. at 1705.

On March 28, 2014, we vacated the stay of this appeal, and ordered supplemental letter briefs from the parties on the effect, if any, of the Supreme Court's decisions in Kiobel and Mohamad.

The supplemental briefing having been completed, we now conclude that the District Court properly dismissed the claims brought pursuant to the TVPA and ATS.3

DISCUSSION

In reviewing a district court's determination of subject matter jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(1), we review legal conclusions de novo and factual findings for clear error. Tandon v. Captain's Cove Marina of Bridgeport, Inc., 752 F.3d 239, 243 (2d Cir.2014). A case is properly dismissed for lack of subject matter jurisdiction under Rule 12(b)(1) when the district court "lacks the statutory or constitutional power to adjudicate it." Makarova v. United States, 201 F.3d 110, 113 (2d Cir.2000). "A plaintiff asserting subject matter jurisdiction has the burden of proving by a preponderance of the evidence that it exists." Id.

We review de novo a district court's dismissal pursuant to Federal Rule of Civil Procedure 12(b)(6), accepting all factual allegations in the complaint as true. City of Pontiac Policemen's & Firemen's Ret. Sys. v. UBS AG, 752 F.3d 173, 179 (2d Cir.2014). "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.'" Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). "[A]lthough a court must accept as true all of the allegations contained in a complaint, that tenet is inapplicable to legal conclusions, and threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Harris v. Mills, 572 F.3d 66, 72 (2d Cir.2009) (internal quotation marks omitted). "Determining whether a complaint states a plausible claim for relief will be a context-specific task that requires the reviewing court to draw on its judicial experience and common sense." Id. (alterations omitted).

I. The TVPA Claims

The TVPA imposes liability on "[a]n individual who, under actual or apparent authority, or color of law, of any foreign nation" subjects another individual to torture or extrajudicial killing. 28 U.S.C. § 1350 note § (2)(a) (emphasis supplied). Plaintiffs in Mohamad argued that the word "individual" in the statute encompassed both natural persons and "nonsovereign organizations," including the political organization that was the defendant in that action. Mohamad, 132 S.Ct. at 1706. The Supreme Court disagreed, holding that the term "individual" in the TVPA "authorizes suit against natural persons alone." Id. The Court also expressly stated that the statute does not provide for suits against corporate entities, noting that "it is the rare statute ... in which Congress expressly defines `individual' to include corporate entities," and that "[t]here are no such indications in the TVPA." Id. at 1707.

There is no dispute that the defendants in this action are corporations, and therefore we are required to hold that they are not subject to liability under the TVPA. Plaintiffs acknowledge this point, conceding in their supplemental brief that "Chevron and BNP cannot be liable pursuant to the TVPA under the current state of the law." Appellants' Ltr. Br. 2. Accordingly, we affirm the Rule 12(b)(6) dismissal of the claims brought pursuant to the TVPA.

II. The ATS Claims

The ATS states, in full: "The district courts shall have original jurisdiction of any civil action by an alien for a tort only, committed in violation of the law of nations or a treaty of the United States." 28 U.S.C. § 1350. It is a "jurisdictional" statute in the sense that it "address[es] the power of the courts to entertain cases concerned with a certain subject." Sosa v. Alvarez-Machain, 542 U.S. 692, 714, 124 S.Ct. 2739, 159 L.Ed.2d 718 (2004): Although it reads as a "jurisdictional grant" only, the Supreme Court has held that the ATS was "enacted on the understanding that the common law would provide a cause of action for the modest number of international law violations with a potential for personal liability at the time." Id. at 724. As Judge Friendly has explained, the ATS's "reference to the law of nations must be narrowly read if the section is to be kept within the confines of Article III." IIT v. Vencap, Ltd., 519 F.2d 1001, 1015 (2d Cir. 1975) (Friendly, J.), abrogated on other grounds, Morrison v. Nat'l Austl. Bank Ltd., 561 U.S. 247, 130 S.Ct. 2869, 177 L.Ed.2d 535 (2010). Thus, although there are billions of people in the world residing under various forms of state-sponsored oppression, claims are only actionable under the ATS if they are "accepted by the civilized world and defined with a specificity comparable to the features of the 18th-century paradigms" upon which the ATS was written in 1789. Sosa, 542 U.S. at 725.4

Defendants assert numerous grounds upon which we might affirm the dismissal of plaintiffs' ATS claims, including that (1) defendants are corporations, and therefore not subject to ATS liability pursuant to the Second Circuit's holding in Kiobel; (2) plaintiffs have failed to state a claim for aiding and abetting violations of the law of nations; and (3) the Supreme Court's decision in Kiobel forecloses our jurisdiction over cases such as this one, where the claims do not sufficiently "touch and concern" the United States. See Chevron's Ltr. Br.; BNP's Ltr. Br.

It is natural for us to begin with the question of our subject-matter jurisdiction, which "functions as a restriction on federal power." Ins. Corp. of Ireland, Ltd. v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 702, 102 S.Ct. 2099, 72 L.Ed.2d 492 (1982). "`Without jurisdiction the court cannot proceed at all in any cause'; it may not assume jurisdiction for the purpose of deciding the merits of the case." Sinochem Int'l Co. v. Malaysia Int'l Shipping Corp., 549 U.S. 422, 431, 127 S.Ct. 1184, 167 L.Ed.2d 15 (2007) (quoting Steel Co. v. Citizens for a Better Env't, 523 U.S. 83, 94, 118 S.Ct. 1003, 140 L.Ed.2d 210 (1998)). Indeed, "[b]ecause of the primacy of jurisdiction, `jurisdictional questions ordinarily must precede merits determinations in dispositional order.'" Frontera Res. Azerbaijan Corp. v. State Oil Co. of Azerbaijan Republic, 582 F.3d 393, 397 (2d Cir.2009) (quoting Sinochem, 549 U.S. at 431, 127 S.Ct. 1184); see also Cardona v. Chiquita Brands Int'l, Inc., 760 F.3d 1185, 1188 (11th Cir.2014) (addressing the question of jurisdiction under the ATS, rather than the substantive question that had been certified, because, "no matter how a case comes before us, the court has the authority and the duty to determine its own jurisdiction").

Here, then, we begin by assessing whether the ATS grants us jurisdiction over plaintiffs' action. In light of the singular character of the ATS as a jurisdictional statute that derives its substantive meaning from customary international law, there are numerous jurisdictional predicates, all of which must be met before a court may properly assume jurisdiction over an ATS claim. For a district court, these jurisdictional inquiries include, but may not be limited to, a determination that: (1) the complaint pleads a violation of the law of nations, see Sosa, 542 U.S. at 732, 124 S.Ct. 2739; Kadic v. Karadzic, 70 F.3d 232, 238 (2d Cir.1995); (2) the presumption against the extraterritorial application of the ATS, announced by the Supreme Court in Kiobel, 133 S.Ct. 1659, does not bar the claim; (3) customary international law recognizes liability for the defendant, see Kiobel, 621 F.3d at 145; and (4) the theory of liability alleged by plaintiffs (i.e., aiding and abetting, conspiracy) is recognized by customary international law, see Khulumani v. Barclay National Bank Ltd., 504 F.3d 254, 264 (2d Cir. 2007) (Katzmann, J., concurring). Although each of these requires an affirmative determination before a court properly has jurisdiction over an ATS claim, the order and manner in which a court undertakes these inquiries is a matter of discretion based upon the particular circumstances presented. Here, in the circumstances before us, we begin with an inquiry into whether plaintiffs pleaded a violation of the law of nations, we then examine the theory of liability asserted, and we finally address extraterritoriality. Because we conclude that the complaint is barred by the presumption against extraterritoriality, we need not conclusively address other jurisdictional predicates.5

A. Pleading a Violation of the Law of Nations

The first jurisdictional inquiry that we undertake is determining whether plaintiffs have adequately pleaded a cause of action. The ATS only confers jurisdiction over torts based upon violations of United States treaties or of the law of nations. 28 U.S.C. § 1350. As Judge Jon O. Newman has explained, "[b]ecause the [ATS] requires that plaintiffs plead a violation of the law of nations at the jurisdictional threshold, this statute requires a more searching review of the merits to establish jurisdiction than is required under the more flexible `arising under' formula of [28 U.S.C.] section 1331." Kadic, 70 F.3d at 238 (internal quotation marks omitted). "Thus, it is not a sufficient basis for jurisdiction to plead merely a colorable violation of the law of nations. There is no federal subject-matter jurisdiction under the [ATS] unless the complaint adequately pleads a violation of the law of nations (or treaty of the United States)." Id.

Plaintiffs' complaint asserts seven causes of action predicated upon the following alleged violations by the Saddam Hussein regime: (1) crimes against humanity; (2) war crimes; (3) genocide; (4) torture; (5) extrajudicial killings; (6) forced disappearances of persons; and (7) cruel, inhuman, and/or degrading treatment and/or punishment. See App'x 34-43. All of these claims, plaintiffs argue, are cognizable under the ATS as torts committed in violation of the law of nations or of United States treaties. See id. at 28-29 ¶ 158.

Violations of the law of nations, also known as customary international law,6 are those "violations of ... international law norm[s] with [as] definite content and acceptance among civilized nations [as] the historical paradigms familiar when [the ATS] was enacted [in 1789]," Sosa, 542 U.S. at 732, 124 S.Ct. 2739, or, in other words, are violations of "specific and universally accepted rules that the nations of the world treat as binding in their dealings with one another," Kiobel, 621 F.3d at 118. We do well to recall that customary international law, as Judge Friendly explained, addresses only those wrongs proscribed by "standards, rules or customs (a) affecting the relationship between states or between an individual and a foreign state, and (b) used by those states for their common good and/or in dealings inter se." IIT v. Vencap, Ltd., 519 F.2d at 1015; See also Flores, 414 F.3d at 249; n. 23, post, and accompanying text. By way of example, Judge Friendly rejected the notion that "the Eighth Commandment `Thou shalt not steal' is part of the law of nations," because, "[w]hile every civilized nation doubtless has this as a part of its legal system," that is insufficient to establish it as a norm of the law of nations; rather, it must affect the relationship between states or between an individual and a foreign state, and must relate to the practice of states in their relationships inter se. Vencap, 519 F.2d at 1015; See also Flores, 414 F.3d at 249 ("[F]or example, murder of one private party by another, universally proscribed by the domestic law of all countries (subject to varying definitions), is not actionable under the AT[S] as a violation of customary international law because the nations of the world have not demonstrated that this wrong is of mutual, and not merely several, concern." (internal quotation marks omitted)).

We conclude that plaintiffs have satisfied their burden of asserting some causes of action grounded in actions recognized as violations of customary international law. See, e.g., Presbyterian Church, 582 F.3d at 256 (acknowledging that genocide, war crimes, and crimes against humanity may be asserted as causes of action under the ATS).7

B. The Theory of Liability Asserted

Plaintiffs here bring claims under both an aiding and abetting and a conspiracy theory of liability. We have held that "in this Circuit, a plaintiff may plead a theory of aiding and abetting liability under the AT[S]," Khulumani, 504 F.3d at 260, and accordingly, plaintiffs have pleaded a theory of liability over which we have subject matter jurisdiction.

Whether there is conspiracy liability under customary international law and hence under the ATS remains an open question in this Circuit. See Presbyterian Church, 582 F.3d at 260 (assuming without deciding that a conspiracy theory in the form of a "joint criminal enterprise" is cognizable under the ATS). Because we ultimately dispose of these claims on jurisdictional grounds other than whether conspiracy liability is available under the ATS, see section II.C.5, post, we need not address that question here.

C. Displacing the Presumption Against Extraterritoriality

Having held that the complaint alleges violations of the law of nations, we now turn to the question of whether the presumption against the extraterritorial application of statutes bars plaintiffs' action.

1. The Supreme Court's Opinion in Kiobel

The Supreme Court's opinion in Kiobel, 133 S.Ct. 1659, significantly clarified the jurisdictional grant of the ATS with respect to extraterritoriality, and we therefore begin our jurisdictional analysis with an examination of that case.

The Supreme Court concluded in Kiobel that "[t]he principles underlying the presumption against extraterritoriality ... constrain courts exercising their power under the ATS." 133 S.Ct. at 1665. The Court reached this conclusion after examining the statutory text and historical setting of the ATS's passage, seeking evidence of congressional intent that it apply extraterritorially, id. at 1665-69, but determining that "there is no clear indication of extraterritoriality here," id. (internal quotation marks and alteration omitted). Accordingly, the Court held that the ATS could not form the basis for jurisdiction of U.S. courts over acts occurring entirely beyond the territory of the United States. Id.

At the end of its opinion, the Supreme Court held that, in the specific case before it, the ATS could not confer federal jurisdiction over plaintiff's claims because "all the relevant conduct took place outside the United States." Id. at 1669. Then, in language that has become the subject of interest by scholars and lower courts, the Court appeared to leave open a window for ATS actions that are based in part on extraterritorial conduct. The Court added:

Id. at 1669.

An evaluation of the presumption's application to a particular case is essentially an inquiry into whether the domestic contacts are sufficient to avoid triggering the presumption at all. The presumption was not "displaced" in Kiobel because all of the relevant conduct alleged in that suit took place outside of U.S. territory. Yet, as the Supreme Court had previously recognized, it will often be the case that "th[e] presumption... is not self-evidently dispositive, but its application requires further analysis." Morrison, 561 U.S. at 266, 130 S.Ct. 2869. As the Court noted in Morrison, "it is a rare case of prohibited extraterritorial application that lacks all contact with the territory of the United States." Id.

Indeed, in the instant action, the complaint includes some "contact" between the injuries alleged and the territory of the United States. Although the depredations of the Saddam Hussein regime undeniably occurred outside of the United States, plaintiffs argue that the abuses they allegedly suffered at the hands of the Saddam Hussein regime "flow from financial transactions within the territory of the United States." Appellants' Ltr. Br. 4. In particular, plaintiffs point to the following allegations: (1) the OFP was created, administered, and its contracts approved by the United Nations in New York City, where the United Nations headquarters is located; (2) Chevron is headquartered in the United States, which means that many decisions related to the alleged violations of the OFP were "necessarily made by the top stake holders at Chevron in the United States"; (3) Chevron engaged in transactions with other U.S. companies involving the OFP oil and illicit surcharges, and its "profits reaped from the transactions were recouped in the United States"; and (4) BNP entered into a Banking Agreement with the United Nations in New York pursuant to which it maintained an escrow account in New York City through which all OFP funds moved, including the illicit surcharge payments. Id. at 4-5.8

In light of the "connections" to U.S. territory asserted in the complaint, the presumption against extraterritorial application is not "self-evidently dispositive" here, as it was in Kiobel, and our jurisdictional inquiry requires the "further analysis" envisaged in Morrison. What type of further analysis is required, and what facts are relevant to determining whether a claim sufficiently "touches and concerns" the United States so as to displace the presumption against extraterritorial application in the context of the ATS is a question of first impression for our Court. However, we draw considerable guidance from the teachings of the Supreme Court in several cases, in particular, from Morrison.9

2. Morrison's "Focus" Analysis

To determine how to undertake the extraterritoriality analysis where plaintiffs allege some "connections" to the United States, we first look to the Court's opinion in Morrison, in which the Court actually engaged in the required "further analysis" with respect to § 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). After determining that the presumption against extraterritorial effect of statutes applied to the Exchange Act, the Court then sought to determine which "territorial event[s]" or "relationship[s]" were the "focus" of the Exchange Act. Morrison, 561 U.S. at 266, 130 S.Ct. 2869. The Court determined that the "focus" of the statute was on "purchases and sales of securities in the United States," rather than "the place where the deception originated." Id. Analyzing transactions of securities not registered on domestic exchanges, the Court again noted that "it is the foreign location of the transaction that establishes (or reflects the presumption of) the Act's inapplicability." Id. at 268, 130 S.Ct. 2869. In light of Congress's focus on domestic transactions, the Court categorically limited the territorial reach of the statute by establishing that § 10(b) applies "only [to] transactions in securities listed on domestic exchanges, and domestic transactions in other securities." Id. at 267, 130 S.Ct. 2869; see id. at 285, 130 S.Ct. 2869 (Stevens, J., concurring in the judgment) (characterizing Court's test as a "bright-line rule[]"); City of Pontiac, 752 F.3d at 180 (same).

Adopting the Supreme Court's methodology in Morrison, the first step of our inquiry here involves an evaluation of the "territorial event[s]" or "relationship[s]" that were the "focus" of the ATS. Morrison, 561 U.S. at 266, 130 S.Ct. 2869. This inquiry again begins with the Supreme Court's most comprehensive and recent examination of the ATS in Kiobel. There, plaintiffs were Nigerian nationals who accused Dutch, British, and Nigerian corporations of aiding and abetting violations of customary international law by Nigerian military and police forces. Kiobel, 133 S.Ct. at 1662. Plaintiffs claimed that the defendant multi-national corporations aided and abetted the abuses by "providing the Nigerian forces with food, transportation, and compensation, as well as by allowing the Nigerian military to use respondents' property as a staging ground for attacks." Id. at 1662-63. The United States ties alleged were that defendants' shares were traded on the New York Stock Exchange, and that they had a New York City office (owned by an affiliate) that "helps to explain their business to potential investors." Id. at 1677 (Breyer, J., concurring in the judgment).

Focusing on the fact that "all the relevant conduct took place outside the United States," the Supreme Court held that the ATS did not extend to plaintiffs' claims. Id. at 1669. In Balintulo, we explained that the phrase "relevant conduct" in Kiobel referred, at all times and "[i]n all cases," to the conduct constituting the alleged offenses under the law of nations. Balintulo, 727 F.3d at 189-90, 192.10 Indeed, we undertook a careful examination of the Supreme Court's choice of language in Kiobel, and underscored that, on at least eleven occasions, the Court "framed" its analysis as one "focusing solely on the location of the relevant `conduct' or `violation.'" Id. at 189 (quoting Kiobel, 133 S.Ct. at 1665-69). Accordingly, in conducting our extraterritoriality analysis, we looked solely to the site of the alleged violations of customary international law. Id. at 189-90.11

We then applied this ATS "focus" analysis — examining the conduct alleged to constitute violations of the law of nations, and the location of that conduct — to the facts of Balintulo itself. There, the conduct at issue was the sale, by subsidiaries of the defendant corporations, of cars and computers to the apartheid government of South Africa, which allegedly aided and abetted that regime's violations of customary international law. Id. at 182-83. Of particular relevance to the instant case, the Balintulo plaintiffs predicated their claim on an assertion that defendants "took affirmative steps in this country to circumvent the sanctions regime" against South Africa. Id. at 192.

We rejected the Balintulo plaintiffs' arguments, holding that their allegations were insufficient to displace the presumption. We reasoned that defendants' alleged domestic conduct lacked a clear link to the human rights abuses occurring in South Africa that were at the heart of plaintiffs' action. Id. (stating that none of plaintiffs' allegations "ties the relevant human rights violations to actions taken within the United States"). We thus concluded that the alleged violations were "based solely on conduct occurring abroad," and hence were not cognizable in U.S. courts under the teachings of the Supreme Court in Kiobel. Id. at 182.12

3. Displacing the Presumption Against Extraterritoriality Under the ATS

Drawing upon the guidance provided by the Supreme Court in Morrison and Kiobel, and by this Court in Balintulo, a clear principle emerges for conducting the extraterritoriality-related jurisdictional analysis required by the ATS: that the "focus" of the ATS is on conduct and on the location of that conduct. Thus, in determining whether the ATS confers on a federal court jurisdiction over a particular case, a district court must isolate the "relevant conduct" in a complaint. That conduct is the conduct of the defendant which is alleged by plaintiff to be either a direct violation of the law of nations or, as we recognized in Presbyterian Church, 582 F.3d at 259, conduct that constitutes aiding and abetting another's violation of the law of nations. In determining whether this conduct displaces the presumption, the district court must engage in a two-step jurisdictional analysis of this conduct.

The first step is to determine whether the "relevant" conduct — conduct which constitutes a violation of the law of nations or aiding and abetting such a violation — sufficiently "touches and concerns" the territory of the United States so as to displace the presumption against extraterritoriality. Kiobel, 133 S.Ct. at 1669.

The second step is to make a preliminary determination that the relevant conduct — which the court has determined sufficiently "touches and concerns" the United States so as to displace the presumption — may in fact be relied upon in establishing jurisdiction. This is done through a preliminary determination that the complaint adequately states a claim that the defendant violated the law of nations or aided and abetted another's violation of the law of nations. As with all allegations contained in a complaint, the pleaded conduct must be "plausibl[e]", and allow the court "to infer more than the mere possibility of misconduct", Iqbal, 556 U.S. at 679, 129 S.Ct. 1937, and must — at least upon an initial examination by the district judge — appear to satisfy the standard for alleging a violation of the law of nations or aiding and abetting such a violation. This initial "glimpse" at what is ordinarily a merits determination is necessary due to the unique character of the ATS as a jurisdictional statute that derives substantive meaning from customary international law. Thus, jurisdiction can only properly be asserted over conduct that is in fact a violation of customary international law or aiding and abetting a violation. By "glimpsing" at the merits at the jurisdictional stage, the district court ensures that the conduct alleged in a complaint may properly be relied upon by the court in conducting its extraterritoriality analysis.

Where a complaint alleges domestic conduct of the defendant (that, the court determines, displaces the presumption against extraterritoriality), but such conduct does not satisfy even a preliminary assessment of the merits, the court may not rely on that conduct for its extraterritoriality analysis. In such a circumstance, the complaint does not only fail on the merits, but must also fail as a jurisdictional matter, because where the conduct alleged does not state a claim under customary international law, it cannot form the basis of a court's jurisdiction. See Kadic, 70 F.3d at 238 ("Because the Alien Tort Act requires that plaintiffs plead `a violation of the law of nations' at the jurisdictional threshold, this statute requires a more searching review of the merits to establish jurisdiction.... There is no federal subject-matter jurisdiction under the Alien Tort Act unless the complaint adequately pleads a violation of the law of nations.") (citing Filartiga, 630 F.2d at 887-88). This second step of the extraterritoriality analysis ensures, as Justice Breyer stated in his Kiobel concurring opinion, that "the statute's jurisdictional reach [will] match the statute's underlying substantive grasp." Kiobel, 133 S.Ct. at 1673 (Breyer, J., concurring in the judgment).13

Finally, we note that although a district court might deny a motion to dismiss brought pursuant to Rule 12(b)(1) if it concludes that the complaint passes jurisdictional muster, that does not obviate the district court's continuing obligation to ensure its own jurisdiction as the case proceeds to discovery. If subsequent materials in the record cast sufficient doubt upon the allegations in the complaint that formed the basis for the court's subject-matter jurisdiction, the court must revisit the question of its jurisdiction sua sponte, or upon a party's motion. See, e.g., Grupo Dataflux v. Atlas Global Grp., L.P., 541 U.S. 567, 593, 124 S.Ct. 1920, 158 L.Ed.2d 866 (2004) ("[I]t is the obligation of both district court and counsel to be alert to jurisdictional requirements."); Transatlantic Marine Claims Agency, Inc. v. Ace Shipping Corp., Div. of Ace Young Inc., 109 F.3d 105, 107 (2d Cir.1997) ("The failure of the parties to contest the district court's authority to hear a case does not act to confer federal jurisdiction since a challenge to subject matter jurisdiction cannot be waived and may be raised either by motion or sua sponte at any time.") (internal quotation marks, ellipses, and brackets omitted).

4. Relevant and Irrelevant Considerations

As we have explained above, in order to displace the presumption against extraterritoriality and establish federal subject matter jurisdiction over an ATS claim, the complaint must plead: (1) conduct of the defendant that "touch[ed] and concern[ed]" the United States with sufficient force to displace the presumption against extraterritoriality, and (2) that the same conduct, upon preliminary examination, states a claim for a violation of the law of nations or aiding and abetting another's violation of the law of nations.

In evaluating the "relevant" conduct, we are mindful of the Supreme Court's emphasis on the potential foreign policy implications of the ATS. See Kiobel, 133 S.Ct. at 1664-65. In all cases applying the presumption against extraterritoriality to statutes, courts must be careful to recall the relevance of this canon — namely, "to protect against unintended clashes between our laws and those of other nations which could result in international discord." Equal Opportunity Emp't Comm'n v. Arabian Am. Oil Co. ("ARAMCO"), 499 U.S. 244, 248, 111 S.Ct. 1227, 113 L.Ed.2d 274 (1991); See also Parkcentral Global Hub Ltd. v. Porsche Auto. Holdings SE, 763 F.3d 198, 216 (2d Cir.2014) (holding a claim brought under § 10(b) of the Securities Exchange Act barred as extraterritorial because "the application of § 10(b) to the defendants would so obviously implicate the incompatibility of U.S. and foreign laws that Congress could not have intended it sub silentio"). This core purpose of the presumption is even more pronounced here: "[T]he danger of unwarranted judicial interference in the conduct of foreign policy is magnified in the context of the ATS, because the question is not what Congress has done but instead what courts may do." Kiobel, 133 S.Ct. at 1664. Describing the dangers inherent when courts impinge on the role of the executive and legislative branches in managing foreign policy, the Court explained, "[t]hese concerns, which are implicated in any case arising under the ATS, are all the more pressing when the question is whether a cause of action under the ATS reaches conduct within the territory of another sovereign." Id. at 1665. Thus, as instructed by the Supreme Court, the lower federal courts must proceed with caution when determining whether a particular case alleges conduct that is sufficiently "domestic," such that the presumption is "displaced" (i.e., does not apply).

Furthermore, in identifying the conduct which must form the basis of the violation and the jurisdictional analysis under the ATS, precedents make clear that neither the U.S. citizenship of defendants, nor their presence in the United States, is of relevance for jurisdictional purposes. First, in Kiobel the Court explicitly stated that "mere corporate presence" in the United States would be insufficient to displace the presumption against extraterritoriality. 133 S.Ct. at 1669. And in Balintulo, we described a defendant's citizenship as "an irrelevant factual distinction," and expressly rejected plaintiff's contention that "corporate citizenship [of a defendant] in the United States is enough" to displace the presumption. 727 F.3d at 189-90. And indeed, in another case in which the Supreme Court assessed the extraterritorial effect of a statute, the fact that the defendant corporations were American did not render defendant's overseas activities sufficiently domestic. See ARAMCO, 499 U.S. at 247, 111 S.Ct. 1227 (holding that Title VII of the Civil Rights Act of 1964 did not apply extraterritorially to a Delaware corporation's treatment of its U.S. citizen employee in Saudi Arabia).

Recently, the Eleventh Circuit reached the same conclusion. In Cardona v. Chiquita Brands Int'l, Inc., the Court of Appeals rejected plaintiffs' "attempt to anchor ATS jurisdiction in the nature of the defendants as United States corporations." 760 F.3d at 1189. In discarding this argument, the Court of Appeals quoted the Supreme Court's directive in Kiobel that "mere corporate presence" does not suffice to displace the presumption, and it identified no significant distinction between corporate presence and citizenship for purposes of analyzing domestic connections. Id. (quoting Kiobel, 133 S.Ct. at 1669).

Other courts have considered a defendant's U.S. citizenship as one germane factor among numerous factors that, when viewed together, sufficiently "touch and concern" the United States so as to confer jurisdiction on the federal courts over a case. In Al Shimari v. CACI Premier Technology Inc., 758 F.3d 516 (4th Cir. 2014), the Fourth Circuit held that ATS claims related to alleged torture of plaintiffs that took place at the Abu Ghraib prison in Iraq, at the hands of interrogators employed by the defendant corporation, sufficiently "touched and concerned" the United States. Id. at 530. The Court of Appeals reached this conclusion based upon the combination of numerous domestic contacts, including: defendant's status as a U.S. corporation; the U.S. citizenship of defendant's employees, "upon whose conduct the ATS claims are based"; defendant's status as a contractor of the U.S. government; and allegations of domestic conduct by defendants in approving, encouraging, and covering up the alleged torture.14 Id. at 530-31.

We disagree with the contention that a defendant's U.S. citizenship has any relevance to the jurisdictional analysis. The Supreme Court made clear in Kiobel that the full "focus" of the ATS was on conduct. See Balintulo, 727 F.3d at 190-91 & n. 24. Whether a complaint passes jurisdictional muster accordingly depends upon alleged conduct by anyone — U.S. citizen or not — that took place in the United States and aided and abetted a violation of the law of nations. A complaint cannot be "saved" for jurisdictional purposes simply because a U.S. citizen happened to commit the alleged violation; similarly, our jurisdiction over actions taken within the United States is not less clear where they are actions of a foreign national rather than a U.S. citizen.15 Cf. Absolute Activist Value Master Fund Ltd. v. Ficeto, 677 F.3d 60, 69 (2d Cir.2012) (noting, in a case applying the Supreme Court's Morrison opinion, that in identifying domestic as opposed to extraterritorial transactions, "[a] purchaser's citizenship or residency does not affect where a transaction occurs; a foreign resident can make a purchase within the United States, and a United States resident can make a purchase outside the United States") (internal quotation marks omitted).

5. Application

We now turn to the complaint at hand, looking to see whether the complaint has pleaded: (1) conduct by defendants that "touch[ed] and concern[ed]" the United States with sufficient force to displace the presumption against extraterritoriality, and (2) that the same conduct, upon preliminary examination, states a claim for a violation of the law of nations or aiding and abetting another's violation of the law of nations.

The conduct alleged in the complaint that plaintiffs contend is sufficient to displace the presumption against extraterritoriality is that: (1) the OFP was created, administered, and its contracts were approved by the United Nations in New York City, where the United Nations headquarters is located; (2) Chevron is headquartered in the United States, which means that many decisions related to the alleged violations of the OFP were "necessarily made by the top stake holders at Chevron in the United States"; (3) Chevron engaged in transactions with other U.S. companies involving the OFP oil and illicit surcharges, and its "profits reaped from the transactions were recouped in the United States"; and (4) BNP entered into a Banking Agreement with the United Nations in New York pursuant to which it maintained an escrow account in New York City through which all OFP funds moved, including the illicit surcharge payments.

First, the fact that the United Nations is located in New York, and that the OFP's inception and administration occurred in New York, is irrelevant. Such allegations, by themselves, are not facts related to defendants at all, let alone alleged conduct taken by defendants to aid and abet violations of the law of nations.

Second, where Chevron is headquartered is also immaterial, because, as just discussed, the relevant inquiry is on conduct constituting a violation of customary international law or of aiding and abetting such violations, not on where defendants are present. A defendant's nationality or citizenship is pertinent only insofar as it relates to its alleged U.S. conduct.

Third, our jurisdictional analysis need not take into account allegations that, on their face, do not satisfy basic pleading requirements. Allegations must be more than "[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements." Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. Plaintiffs' assertion that, because Chevron was headquartered in the United States, "much of the decisionmaking to participate in the [OFP] scheme" was necessarily made in the United States, is just such a conclusory assumption. Appellants' Ltr. Br. 4.16

Yet plaintiffs do make additional allegations of Chevron and BNP's U.S.-based attempts to skirt the sanctions regime, the combination of which appear to "touch and concern" the United States with sufficient force to displace the presumption. For example, plaintiffs allege that Iraqi oil under contract with Russian companies "was in fact purchased and financed... in the United States" by Chevron, Compl. ¶ 57, and that "Chevron financed the sale of two million barrels of oil to Bulf Oil through Midway Oil of Reston, Virginia" for which Chevron "facilitated" "a surcharge payment of nearly half a million dollars be paid to the [Saddam Hussein] regime," id. ¶¶ 73-75. They further allege, as a general matter, that "profits rendered from the transactions w[ere] recouped in the United States." Id. ¶ 17.

Regarding BNP, plaintiffs allege that BNP "maintained the escrow account in New York City" through which all payments were transmitted pursuant to the OFP. Appellants' Ltr. Br. 4. They further allege that "BNP allowed payments through the New York escrow account that included kickbacks to the [Saddam Hussein] Regime," that "BNP's financing arrangements in New York allowed the oil purchasers to conceal the true nature of the oil purchase." Id. at 5. Allegedly, "BNP enabled the oil purchasers and humanitarian goods suppliers to include funds [diverted to the Saddam Hussein regime] which were not captured in the escrow account," and the illicit "oil surcharge scheme relied on the financing arrangements made by BNP Paribas in three-fourths of the transactions." Compl. ¶¶ 113-14, 121.

This particular combination of conduct in the United States — on the part of Chevron, multiple domestic purchases and financing transactions; on the part of BNP, numerous New York-based payments and "financing arrangements" conducted exclusively through a New York bank account — is both specific and domestic. These allegations assert non-conclusory conduct that appears to "touch[] and concern[]" the United States with sufficient force to displace the presumption against extraterritoriality and establish our jurisdiction under the ATS,17 if such conduct also meets the second prong of our extraterritoriality analysis — i.e., if it satisfies a preliminary determination that such conduct aided and abetted a violation of the law of nations. To do this, we provide a brief overview of the elements necessary to state a claim for aiding and abetting a violation of the law of nations under the ATS.

Our decision in Presbyterian Church resolved earlier uncertainty about the elements of a claim of aiding and abetting liability under the ATS. There, plaintiffs were Sudanese citizens who brought suit under the ATS against a Canadian oil company, alleging that security arrangements for the company carried out by the Sudanese government led to persecution of citizens living near oil concession areas. 582 F.3d at 249-52. Evaluating whether it was sufficient to state a claim that the defendant company knew of the alleged abuses, we held that "the mens rea standard for aiding and abetting liability in ATS actions is purpose rather than knowledge alone." Id. at 259 (emphasis supplied).18 We noted the lack of a sufficient international consensus "for imposing liability on individuals who knowingly (but not purposefully) aid and abet a violation of international law." Id. Assuming, without deciding, that conspiracy liability for completed offenses was a valid theory in an ATS action,19 we also concluded that any such claims would require the same mens rea element as claims for aiding and abetting. Id. at 260.

In establishing this standard as the law of the Circuit, the unanimous Presbyterian Church panel relied substantially and expressly on Judge Katzmann's concurring opinion in an earlier case, Khulumani, 504 F.3d at 264. There, Judge Katzmann conducted a lengthy analysis of relevant sources of international law and concluded that "a defendant may be held liable under international law for aiding and abetting the violation of that law by another when the defendant (1) provides practical assistance to the principal which has a substantial effect on the perpetration of the crime, and (2) does so with the purpose of facilitating the commission of that crime." Id. at 277 (emphasis supplied).20 Accordingly, the defendant's "complicity" in the government's abuses in Presbyterian Church, without more, was insufficient to establish a claim of aiding and abetting or conspiracy under the ATS. 582 F.3d at 263.

Upon a preliminary analysis of the conduct alleged in the complaint — conducted merely to confirm that this conduct, upon which we would otherwise rely in holding that the presumption against extraterritoriality is displaced, may in fact form the basis of our jurisdiction — we conclude that plaintiffs clearly do not meet the mens rea requirement established in Presbyterian Church.21 In their supplemental brief, plaintiffs summarize their mens rea allegations as follows: "the complaint alleges that Chevron and BNP acted both with the express purpose of violating the rules governing the Oil for Food Programme" and "knew full well that doing so promoted serious human rights abuses in Iraq." Appellants' Ltr. Br. 6 (emphasis added).22 In other words, plaintiffs assert that defendants acted purposefully in violating the OFP, but merely knowingly in aiding and abetting the underlying violations of the law of nations.23

Plaintiffs thus miss the mark and misconstrue our clear holding in Presbyterian Church. The relevant inquiry at all times is whether plaintiffs' complaint "supports an inference that [defendants] acted with the `purpose' to advance the Government's human rights abuses," Presbyterian Church 582 F.3d at 260, not whether defendants merely knew that those abuses were occurring and that defendants' business was enabling such acts. Plaintiffs' allegations that defendants intentionally flouted the sanctions regime for profit, or that they knew their actions were in violation of United Nations Security Council resolutions, or "international law," or U.S. policy are irrelevant to the mens rea inquiry; rather, our analysis necessarily focuses on allegations that defendants intended to aid and abet violations of customary international law carried out by the Saddam Hussein regime — a contention that is unsupported by the facts alleged in the complaint.24

Where the complaint appears to allege something akin to purpose, it does so in conclusory terms and fails to establish even a baseline degree of plausibility of plaintiffs' claims. For example, the complaint alleges in its introduction that "[d]efendants conspired with the Saddam Hussein regime to maintain control and power over Iraq in order to secure mutual financial benefits through the egregious affronts on the human rights of the [p]laintiffs." Compl. Introduction. Plaintiffs never elaborate upon this assertion in any way that establishes the plausibility of a large international corporation intending — and taking deliberate steps with the purpose of assisting — the Saddam Hussein regime's torture and abuse of Iraqi persons. See Kiobel, 621 F.3d at 192 (Leval, J., concurring in the judgment) ("[T]he complaint pleads also in conclusory form that the Nigerian military's campaign of violence against the [victim — plaintiffs] was `instigated, planned, facilitated, conspired and cooperated in' by [defendant corporation]. Such pleadings are merely a conclusory accusation of violation of a legal standard and do not withstand the test of Twombly and Iqbal."). Other points at which the complaint seems to allege purposeful action are similarly conclusory, and also fail to directly link the allegedly intentional conduct with the human rights abuses at the heart of the complaint.25 They thus fall short of the pleading standards required by Iqbal and Twombly.

In the instant case, the District Court correctly recognized this pleading deficiency, albeit in its discussion of the TVPA. It concluded that "nothing in the complaint suggests (even in a conclusory fashion) that the defendants acted with the purpose of facilitating human rights abuses," and went even further, concluding that the "claims as presently pleaded even fail to meet the less stringent common law standard for aiding-and-abetting liability, which requires that the defendants had `actual knowledge' that their actions would contribute to the commission of human rights abuses." Mastafa v. Chevron Corp., 759 F.Supp.2d 297, 300 (S.D.N.Y.2010).

Because the complaint fails plausibly to plead that defendants' conduct related to aiding and abetting the alleged violations of customary international law was intentional, that conduct cannot form the basis for our jurisdiction.

Accordingly, we conclude that the District Court did not have subject-matter jurisdiction over this case.

CONCLUSION

To summarize, we hold that:

For the reasons stated above, the judgment of the District Court is AFFIRMED.