Principal Place of Business

News & Analysis as of

Second Circuit Holds a National Bank’s Citizenship Is Determined Exclusively by Location of Main Office, Not Principal Place of...

For purposes of assessing the existence of federal subject matter jurisdiction based on diversity of citizenship, national banking associations—i.e., corporate entities chartered not by any State, but by the Office of the...more

Banking Notes: New Mississippi Law Allows Venue Selection for Shareholder Claims

The Mississippi legislature has created a new mechanism for Mississippi corporations to require that derivative and other shareholder claims be brought in the county of the corporation’s principal office instead of some other...more

California Court of Appeal Confirms that Corporations Code § 1601 Does Not Require Corporations to Ship Records Maintained Out of...

In Innes v. Diablo Controls, Inc., Case No., A145528, 2016 Cal. App. LEXIS 475 (Cal. App. June 16, 2016), the California Court of Appeal, First District, affirmed that California Corporations Code § 1601, which permits...more

Court Holds Inspection Statute Does Not Require That Records Be Brought To California

In “The Scope Of Stockholder Inspection In California And Delaware“, I wrote about what a shareholder is entitled to inspect under California’s shareholder inspection statute – Corporations Code Section 1601. I did not...more

Does An LLC Maintain Its Records At Its Designated Office When They Are In The Cloud?

Section 17701.13 of the California Corporations Code requires that a limited liability company designate and continuously maintain in California both an office and an agent for service of process. The office need not be a...more

Registered office disputes

From 6 April 2016, a new process under the Companies Act 2006 will allow Companies House to change the registered office address of a company that is using an address without permission....more

Why Some Delaware Corporations Will Want To Waive This California Statute

In yesterday’s post, I commented on a recent ruling by former Vice Chancellor John W. Noble to the effect that “Delaware disclosure law which generally does not require disclosures to shareholders unless shareholder action is...more

U.S. Supreme Court: REITS Have Citizenship of their Members

Many entities that get sued with any regularity prefer being defendants in federal court, rather than state court. The reasons for this preference are varied, but essentially boil down to a perceived slight defense tilt in...more

South Dakota Takes NCSL Challenge, Enacts Sales Tax Nexus Law

In February, we discussed how the National Conference of State Legislatures (NCSL) circulated a letter to all the states encouraging them to enact laws to challenge the physical-presence standard for sales tax nexus...more

What Does Americold Realty Trust Have To Do With Rule 147?

Under Article III, Section 2 of the U.S. Constitution, the judicial power of the federal courts may extend to, among other things, controversies between citizens of different states. When a party is a trust, in what state is...more

Changes to Ontario’s Personal Property Security Act: What secured parties need to know

Following a panel report from the Minister of Government and Consumer Services, two significant changes to the Ontario Personal Property Security Act (the “PPSA”) came into effect near the end of 2015. These changes centred...more

States Continue to Challenge Quill’s Physical Presence Standard

When a client calls us to inquire about sales tax exposure, we instinctively start asking questions about people and possessions: “Do you have property in other states? Where do you have employees? Have you sent any sales...more

Where To Meet? The Answer May Have Surprising Consequences

In my experience, companies most often hold board and shareholder meetings at or near their principal executive offices . As a result, many corporations hold their meetings in California even though they may be incorporated...more

Chancery Defers to Indian Corporation's Delaware Choice of Venue

In the absence of a prior-filed action in another forum, Delaware state courts will respect a plaintiff's Delaware choice of forum when faced with a forum non conveniens defense, except in the "rare case" where a defendant...more

What The SEC Doesn’t Understand About Blue Sky Laws

I recently submitted this comment letter to the Securities and Exchange Commission with respect to its proposal to modernize the exemption applicable to intrastate offerings. The SEC somewhat misleadingly describes its...more

Rule 147 Changes May Cause Uptick In California Securities Qualifications

As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933.  That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from...more

Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more

Third Circuit Challenges Supreme Court to Reconsider Whether an LLC’s Citizenship Should Be Based on Its Members

Action Item: An LLC’s state of organization and principal place of business are legally irrelevant for purposes of determining diversity jurisdiction in the Third Circuit. Despite the practical difficulties this law imposes...more

The Delaware Court Of Chancery’s Not So Exclusive Jurisdiction

Section 145(k) of the Delaware General Corporation Law is quite clear and emphatic about which court may hear actions for indemnification or advancement of expenses: The Court of Chancery is hereby vested with exclusive...more

Don’t Get Personal

Xilinx, Inc. v. Papst Licensing GMBH & Co. KG (Judge Lucy Koh) (July 9, 2015) - The Supreme Court’s 2014 ruling in Daimler v. Bauman raised the bar to establish personal jurisdiction over a defendant. Daimler has made it...more

Patent Case Transferred From Georgia, Plaintiff's Principal Place of Business, To California, Defendant's Principal Place of...

The action was based on alleged infringement of one network routing technology patent owned by Internap and potential infringement of a second patent. Both plaintiff and defendant are Delaware corporations with offices in...more

Transfer Of Venue Motion Is Denied

Quest Integrity USA, LLC v. Clean Harbors Industrial Services, Inc., et al., C.A. Nos. 14-1482 – SLR; Quest Integrity USA, LLC v. Cokebusters USA Inc., C.A. No. 14-1483 – SLR, July 8, 2015 Robinson, J. Defendants’ motion...more

Motion To Transfer Is Denied Both As A Sanction And On The Merits

AT&T Intellectual Property I, L.P., et al. v. Cox Communications, Inc., et al., C.A. No. 14-1106 - GMS, July 9, 2015 Sleet, J. Defendants’ motion to transfer venue to the Northern district of Georgia is denied....more

June 30 Deadline Looms For Foreign Lending Institutions

California Corporations Code Section 191(d) provides that a “foreign lending institution” will not be considered to be “doing, transacting or engaging in business” in California solely by reason of engaging in specified...more

A Year’s Review of Massachusetts Tax Cases

Allied Domecq Spirits & Wines USA, Inc. v. Comm’r of Revenue, 85 Mass. App. Ct. 1125 (2014) - In a unique case, the Massachusetts Appeals Court affirmed a ruling of the Appellate Tax Board (ATB) that two corporations...more

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