Registered To Do Business in New York: Beware
In their Securities and Corporate Litigation column, Mark Harris and Margaret Dale discuss the legislation that New York is poised to enact providing that any corporation, business association, limited liability company, or limited partnership registered to do business in New York has, by registering, consented to the general jurisdiction of New York courts.
December 29, 2021 at 01:00 PM
7 minute read
New York is poised to enact legislation providing that any corporation, business association, limited liability company, or limited partnership registered to do business in New York has, by registering, consented to the general jurisdiction of New York courts. See Assembly Bill A7769. If signed by the Governor before the end of the year, the legislation would re-establish, for now, broad jurisdiction over entities authorized to do business in New York, effective Jan. 1, 2022.
Brief History
New York Business Corporations Law §1301 requires foreign corporations seeking to do business in New York to register with the State of New York and appoint an in-state agent for service of process. Currently, the statute does not expressly provide that registering to do business in New York constitutes consent to the general jurisdiction of New York courts, though cases holding registered foreign corporations to that burden abound. See, e.g., cases collected in Aybar v. Aybar, 169 A.D.3d 137, 147 (2d Dept. 2019).
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J. Brugh Lower of Gibbons has entered an appearance for industrial equipment supplier Devco Corporation in a pending trademark infringement lawsuit. The suit, accusing the defendant of selling knock-off Graco products, was filed Dec. 18 in New Jersey District Court by Rivkin Radler on behalf of Graco Inc. and Graco Minnesota. The case, assigned to U.S. District Judge Zahid N. Quraishi, is 3:24-cv-11294, Graco Inc. et al v. Devco Corporation.
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Rebecca Maller-Stein and Kent A. Yalowitz of Arnold & Porter Kaye Scholer have entered their appearances for Hanaco Venture Capital and its executives, Lior Prosor and David Frankel, in a pending securities lawsuit. The action, filed on Dec. 24 in New York Southern District Court by Zell, Aron & Co. on behalf of Goldeneye Advisors, accuses the defendants of negligently and fraudulently managing the plaintiff's $1 million investment. The case, assigned to U.S. District Judge Vernon S. Broderick, is 1:24-cv-09918, Goldeneye Advisors, LLC v. Hanaco Venture Capital, Ltd. et al.
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Attorneys from A&O Shearman has stepped in as defense counsel for Toronto-Dominion Bank and other defendants in a pending securities class action. The suit, filed Dec. 11 in New York Southern District Court by Bleichmar Fonti & Auld, accuses the defendants of concealing the bank's 'pervasive' deficiencies in regards to its compliance with the Bank Secrecy Act and the quality of its anti-money laundering controls. The case, assigned to U.S. District Judge Arun Subramanian, is 1:24-cv-09445, Gonzalez v. The Toronto-Dominion Bank et al.
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Crown Castle International, a Pennsylvania company providing shared communications infrastructure, has turned to Luke D. Wolf of Gordon Rees Scully Mansukhani to fend off a pending breach-of-contract lawsuit. The court action, filed Nov. 25 in Michigan Eastern District Court by Hooper Hathaway PC on behalf of The Town Residences LLC, accuses Crown Castle of failing to transfer approximately $30,000 in utility payments from T-Mobile in breach of a roof-top lease and assignment agreement. The case, assigned to U.S. District Judge Susan K. Declercq, is 2:24-cv-13131, The Town Residences LLC v. T-Mobile US, Inc. et al.
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