Commercial Litigation Update

In Mallory v. Norfolk Southern Railway Co., 600 U.S. __ (June 27, 2023), the United States Supreme Court upheld a Pennsylvania law that enables a plaintiff to show general personal jurisdiction over an out-of-state corporation based only upon that company’s registering to do business in Pennsylvania. 42 Pa. Const. Stat. § 5301(a)(2). It is well established that general personal jurisdiction permits a court to adjudicate any and all claims against an out-of-state corporate defendant only where a plaintiff demonstrates that the defendant has substantial contacts with the forum state. The majority decision, however, rules that a plaintiff need not engage in a contacts analysis where a state, such as Pennsylvania, has a corporate registration law deeming corporate registration as consent to jurisdiction. Other states will now likely emulate Pennsylvania by adopting similar statutory provisions authorizing general personal jurisdiction over out-of-state corporations registered to do business in those states even where there has been no showing of substantial state contacts.

Three years ago, the United States Supreme Court confirmed in Cyan, Inc. v. Beaver County Employees Retirement Fund, 138 S. Ct. 1061 (2018) that claims brought under the Securities Act of 1933 (the “Securities Act”) are subject to “concurrent jurisdiction,” meaning they can be asserted either in federal or state court and that a state court action cannot be removed to federal court. On the last day of this past term, the Supreme Court announced that it has now accepted certiorari in Pivotal Software, Inc. v. Tran in which it will address the follow-up question of whether the ...