In this legal malpractice action removed from the New York State Supreme Court to the United States District Court for the Southern District of New York (Victor Marrero, Judge), plaintiff Link Motion Inc. appeals from the dismissal of its complaint as time-barred and from the denial of its motion to remand the action to state court. This court concludes that remand is warranted for lack of federal jurisdiction. The federal law standing question that the district court identified as embedded in Link Motion’s malpractice claim does not fall within the narrow category of “disputed and substantial” questions of federal law permitting the exercise of federal jurisdiction over a state law claim. Gunn v. Minton, 568 U.S. 251, 258 (2013); see Grable & Sons Metal Prods., Inc. v. Darue Eng’g & Mfg., 545 U.S. 308, 316 (2005). VACATED AND REMANDED. REENA RAGGI, C.J. Link Motion Inc. (“LKM”), a Chinese company incorporated in the Cayman Islands, brought this legal malpractice action against the law firm of DLA Piper LLP (US) and one of its attorneys (hereafter referred to collectively as “DLA Piper”) in the New York State Supreme Court for New York County. After DLA Piper removed the case to the United States District Court for the Southern District of New York (Victor Marrero, Judge), that court entered a judgment of dismissal on May 26, 2023, finding LKM’s action to have been untimely filed. On this appeal, LKM challenges both that timeliness determination and the district court’s earlier denial of LKM’s motion to remand the case to state court. For reasons explained in this opinion, we conclude that the case must be returned to state court for lack of federal jurisdiction over LKM’s state law claim. The federal law standing question that the district court identified as embedded in LKM’s malpractice claim does not fall within the narrow category of “disputed and substantial” questions of federal law permitting the exercise of federal jurisdiction over a state law claim. Gunn v. Minton, 568 U.S. 251, 258 (2013); see Grable & Sons Metal Prods., Inc. v. Darue Eng’g & Mfg., 545 U.S. 308, 316 (2005). Accordingly, we vacate the judgment of dismissal without considering the question of timeliness, and we remand the case to the district court with instructions that it return LKM’s malpractice action to the New York Supreme Court. BACKGROUND The facts relevant to this appeal derive from LKM’s complaint, documents referenced therein, and matters arising in this and related litigation of which we may take judicial notice in considering federal jurisdiction. See Romano v. Kazacos, 609 F.3d 512, 520 (2d Cir. 2010) (“[I]f subject matter jurisdiction is contested, courts are permitted to look to materials outside the pleadings.”). In July 2018, LKM engaged DLA Piper for “corporate advice,” both generally and specifically in connection with a stock offering. LKM Compl. 12, J. App’x 22. Later that year, Wayne Baliga, a holder of LKM’s American Depositary Receipts (“ADRs”), sued LKM; its chairman, Vincent Shi; and other executives and directors by filing what was styled as a “Verified Shareholder Derivative Complaint” in the United States District Court for the Southern District of New York. See Compl., Baliga v. Link Motion Inc., No. 1:18-cv-11642 (S.D.N.Y. Dec. 13, 2018), Dkt. 1 [hereafter "Baliga Compl." and "Baliga Dkt."].1 In that action — also assigned to Judge Marrero — Baliga asserted common law claims for breach of fiduciary duty and unjust enrichment, and federal securities law claims. Id.
