3subsidiaries, several individuals, and several financial institutions.
The complaintalleged that defendants issued, and plaintiffs bought, mortgage-backed securities,between 2005 and 2007. These securities were subject to the rules and regulationspromulgated under the 1933 Act, but were not listed on a national exchange.The complaint brought causes of action under the Securities Act of 1933, andimportantly, included no state law causes of action. Factual allegations includedallegations of false and misleading registration statements and prospectus supplements.The action was brought on behalf of all persons and entities who bought thosesecurities from defendant in that time period.Defendants demurred on the ground that the state court had no jurisdiction underthe 1933 Act, as amended by the SLUSA. Those demurrers were sustained, and the casedismissed.DiscussionOur review is de novo, both because this is an appeal from judgment after ademurrer was sustained (
McCall v. PacifiCare of California, Inc.
(2001) 25 Cal.4th 412,415) and because the sole issue is one of statutory interpretation. (
Regents of Universityof Cal. v. Superior Court
(1999) 20 Cal.4th 509, 531.)The rules governing our review are well established. When reviewing a demurrer,we assume that all facts pleaded in the complaint are true. (
Cantu v. Resolution Trust Corp.
(1992) 4 Cal.App.4th 857, 877.)The rules of federal statutory interpretation are much the same as those used whenconstruing California statutes. (
Black v. Department of Mental Health
(2000) 83Cal.App.4th 739.) "[I]n interpreting a statute a court should always turn first to one,cardinal canon before all others. . . . courts must presume that a legislature says in astatute what it means and means in a statute what it says there. [Citations.] When the
All have joined in Countrywide's brief.