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State of Incorporation Foreign Corporations

Amundsen Davis LLC

U.S. Supreme Court Opens Door for Companies to Face Lawsuits in Any State They Are Registered to Do Business

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In a recent decision, Mallory v. Norfolk Southern Railway Co., the U.S. Supreme Court opened the door for companies to face lawsuits in the state where they have registered to do business. The ruling stems from a case...more

A&O Shearman

Supreme Court Holds That State Statute Requiring Out-Of-State Companies To Consent To General Personal Jurisdiction As A Condition...

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On June 27, 2023, the Supreme Court of the United States held 5-4 that a Pennsylvania statute requiring an out-of-state company to submit to general personal jurisdiction within the Commonwealth when registering to do...more

MG+M The Law Firm

Potential Implications to Companies Nationwide Following US Supreme Court's Ruling that Expands General Jurisdiction in...

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On June 27, 2023 the United States Supreme Court issued its opinion in Mallory v. Norfolk Southern Railway Co., No. 21-1168 (2023) vacating the Pennsylvania Supreme Court’s decision, which held that it was a violation of the...more

Goodwin

You May Have Already Agreed to Be Sued in Pennsylvania and Georgia: The Supreme Court Makes Jurisdiction Easier For State-Court...

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The US Supreme Court has held that companies can be forced, as a condition of doing business in a state, to agree to be sued in that state’s courts — even if the lawsuit has nothing to do with that state. In its June 27,...more

Miller Canfield

Getting Sued in All the Wrong Places: Supreme Court Opens Door to Suits in Unrelated States

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Let’s say that your company is incorporated in Michigan, headquartered in Michigan, and does business there and in a dozen other states. One of your customers in Texas claims the products it purchased from you and that you...more

BCLP

Does the Supreme Court’s Extensive Personal Jurisdiction Jurisprudence Risk Going Off the Rails?

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The Supreme Court held that a corporation can be subject to personal jurisdiction in a state in which it has registered to do business—solely on that basis, and regardless of the extent of its operations in that state. ...more

Maron Marvel

Will Mallory Reopen the Floodgates of Litigation Across the Nation?

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A recent Pennsylvania Supreme Court decision, Mallory v. Norfolk Southern Railroad Co., presents the U.S. Supreme Court with an opportunity to reexamine its 2014 landmark ruling in Daimler. On April 25, 2022, the U.S. Supreme...more

Goulston & Storrs PC

General Jurisdiction Trend Grows With NY High Court's Ruling

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Since the U.S. Supreme Court's 2014 landmark decision in Daimler AG v. Bauman, courts around the country have been reexamining their prior holdings addressing whether a company consents to personal jurisdiction solely by...more

Lowenstein Sandler LLP

Federal Venues May Not Be Available in Lawsuits That Members File Against Limited Liability Companies

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The common train of thought when litigating as an out-of-state defendant is that it is best to be venued in federal court so as to eliminate any advantage an in-state plaintiff might have with a local jury. Typically, foreign...more

Allen Matkins

Does California Law Apply To A Derivative Action Brought By Members Of A Foreign LLC?

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In a ruling handed down this week, U.S. District Judge Lawrence J. O'Neill addressed whether California law applied to derivative claims apparently brought on behalf of an Oregon entity. I found Judge O'Neill's ruling...more

Allen Matkins

Does Incorporation In Delaware Constitute "Abuse Of The Corporation"?

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Until I happened upon a working paper by Professors Martin Gelter and Lécia Vicente, I had not encountered the notion of abusing a corporation merely by choosing where to incorporate it. The authors describe abuse as...more

Hogan Lovells

Non-Hong Kong Companies new disclosure obligations from 1 August 2019

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A new regulation came into effect on 1 August 2019 to align certain disclosure obligations of non-Hong Kong companies to those of local companies. These obligations mainly surround the display of company names and place of...more

Ballard Spahr LLP

PA Federal Court Nixes Out-of-State Business Entities' Supposed “Consent” to General Personal Jurisdiction as Unconstitutional

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In a decision that should have a ripple effect in Pennsylvania state and federal courts, the U.S. District Court for the Eastern District of Pennsylvania held in a June 6, 2019, opinion that “the Pennsylvania statutory scheme...more

Allen Matkins

Court: Internal Affairs Yields To Choice Of Law

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"Whereof what's past is prologue, what to come" Youngevity Int'l v. Smith, 2019 U.S. Dist. LEXIS 31526 involved cross motions to dismiss a claim for breach of fiduciary duty. The plaintiff, a Delaware corporation, argued...more

Foley & Lardner LLP

Unique Venue and Personal Jurisdiction Challenges of Foreign Corporations

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In 2017, the Supreme Court rejected the Federal Circuit’s longstanding interpretation of Personal Jurisdiction and Venue in patent infringement actions against domestic companies. 28 U.S.C. §§ 1391, 1400; see TC Heartland LLC...more

Skadden, Arps, Slate, Meagher & Flom LLP

Interpretations of TC Heartland Add Uncertainty to Patent Litigation

In May 2017, the U.S. Supreme Court in TC Heartland v. Kraft Foods reversed more than 25 years of Federal Circuit precedent when it held that for venue purposes a corporation is resident only in its state of incorporation. In...more

Allen Matkins

Officers And The Internal Affairs Doctrine

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My guess is that most attorneys would say that the duty of an officer to the corporation are governed by the law of the state of incorporation under the “internal affairs doctrine”.  As explained by the U.S. Supreme Court,...more

Allen Matkins

Some California General Corporation Law Nonsense

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Recently, I gave a brief presentation concerning various provisions of the California General Corporation Law that could apply to corporations incorporated outside of California.  I emphasized that the CGCL defines the terms...more

Snell & Wilmer

Impact of Delaware Fee-Shifting Provisions on Derivative Actions in California

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A recent decision in the Delaware Supreme Court, in conjunction with the broad California exceptions to the internal affairs doctrine, may dictate the legal landscape of shareholder litigation in California in the near...more

Cozen O'Connor

California Supreme Court Holds Suits Against Dissolved Foreign Corporations Subject to Survival Statutes of State of Incorporation

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Greb v. Diamond International Corp., __ Cal.4th __, __ Cal. Rptr.4th __ (February 21, 2013) In a victory for liability insurers against the asbestos plaintiffs’ bar, the California Supreme Court ruled in Greb v. Diamond...more

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