Principal Place of Business

News & Analysis as of

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

California Appellate Court Finds Railroad Company Not Subject to Jurisdiction

In BNSF Railway Company v. Superior Court (2015) 185 Cal.Rptr.3d 391, the California Court of Appeal, Second District, reversed a trial court order denying BNSF Railway Company’s motion to quash service of summons for lack of...more

Louisiana Court Rejects Imposition Of Franchise Tax Based On Ownership Of Partnership Interest

The Louisiana Court of Appeal reversed and remanded Bridges v. Polychim USA, Inc., No. 581,759 (La. Jud. Dist. Ct. Jan. 2, 2014) (unpublished), a case in which the trial court held that an out-of-state corporation was subject...more

High Net Worth Family Tax Report, Vol. 10, No. 1

Recent Case Illustrates Importance of Keeping Legal Entities in Good Standing - A recent United States Tax Court case illustrates the importance of keeping legal entities in good standing. In Medical Weight Control...more

We’re Not in Kansas: No General Jurisdiction After Bauman

We knew that the Supreme Court’s opinion in Daimler AG v. Bauman, 134 S. Ct. 746 (2014), was a game changer the first time we read it. Gone is the concept of general personal jurisdiction that we learned in law school, where...more

Welcome To California: No Foreign Corporations Need Apply

California continues to hemorrhage corporate charters to Delaware and Nevada.  The most recent potential emigrant is SJW Corp. which filed this proxy statement last week seeking shareholder approval of a reincorporation from...more

California Restricts Principles of “General” Personal Jurisdiction

In BNSF Railway Company v. Superior Court (Kralovetz) (Filed 3/27/2015, No. B260798), the California Court of Appeal, Second District, held a Delaware railroad corporation, with its principal place of business in Texas, was...more

Third Circuit Finds Pennsylvania Statute Preempted by FAA

The Third Circuit recently found that the Federal Arbitration Act preempts a Pennsylvania statute that restricts corporate plaintiffs in state and federal court in Pennsylvania to those companies that are registered to do...more

Case is transferred to the Eastern District of Missouri

Plaintiff is a Delaware corporation with principal place of business in California at the time the complaint was filed. Its current address is in New York. Defendant is an Ohio LLC with its principal place of business in...more

Cross-Border Conversion of a Company in the European Union

Traditionally, a cross-border “migration” of a company from one European Union (EU) Member State to another EU Member State, while technically possible, has been cumbersome and costly. Such a migration would involve either a...more

Federal Court Report - Fourth Circuit Applies “Nerve Center” Test for Diversity Jurisdiction

On January 7, 2014, the Fourth Circuit applied the “nerve center” test for determining a corporation’s principal place of business for diversity jurisdiction. The Supreme Court recently adopted the nerve center test in Hertz...more

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