Exxon Mobil Corporation v. Arjuna Capital, LLC

UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF TEXAS

FORT WORTH DIVISION

EXXON MOBIL CORPORATION,

Plaintiff,

v. No. 4:24-cv-00069-P

ARJUNA CAPITAL, LLC, ET AL.,

Defendants.

MEMORANDUM OPINION & ORDER

Before the Court are Defendants’ Motions to Dismiss. ECF Nos. 22,

25.1 Having considered the Motions, briefing, and applicable law, the

Court GRANTS Defendant Follow This’s Motion (ECF No. 25) and

DENIES Defendant Arjuna Capital’s Motion (ECF No. 22).

BACKGROUND

The Securities Exchange Act of 1934 (the “Exchange Act”) provides a

comprehensive framework for the regulation of secondary securities

markets in the United States. The Act empowers the SEC to craft rules

and regulations that govern shareholder participation in corporate

affairs via annual meetings and proxy votes. This case involves the 1998

amendments to Rule 14a-8. As amended, the Rule allows “any

shareholder owning a relatively small amount of the company’s shares”

to submit proposals for consideration at annual shareholder meetings.

While intended to increase shareholder participation, the amendments

had unintended consequences. True, Rule 14a-8 gives diminutive

shareholders a voice in corporate governance. However, it also gives

activist shareholders a platform to push their agendas—often with little

regard to their proposal’s implications for other shareholders’ portfolios.

1Follow This incorporates the arguments in Arjuna’s Motion. See ECF No.

25. Thus, the Court rules on both, but only cites to/discusses Arjuna’s. ECF No.

22. The Court signposts where actions by individual defendants are relevant.

But corporations are not without recourse. The Exchange Act

enumerates several options for corporations confronted with activist

proposals that don’t create shareholder value. For instance, Rule 14a-8

specifies certain categorical exclusions whereby a corporation can omit

a shareholder’s proposal from consideration. For additional assurance,

corporations excluding a proposal under the Rule can request a no-

action letter from the SEC, thereby securing the Agency’s promise not

to go after the company because it excluded the proposal. Still, the

amendments to Rule 14a-8 provide a substantial platform for activist

shareholders and only a narrow set of options for corporations seeking

to exclude unhelpful proposals.

Enter Defendants Arjuna Capital, LLC and Follow This. Activists

both, Arjuna and Follow This follow a “Trojan Horse” model, aggregating

enough shares to vote in various corporations and submitting proposals

designed to combat climate change and reduce Big Oil’s greenhouse gas

emissions. For the past several years, Defendants have submitted

proposals for consideration by the shareholders of Plaintiff Exxon-Mobil

Corporation. While they argue these proposals create shareholder value,

that’s really beside the point: both Defendants are primarily driven by

the fight against anthropogenic climate change. While not illegal, this

approach is vexing for corporations and is aided by what Exxon calls “a

flawed shareholder proposal and proxy voting process.” And if

Defendants’ proposals added value for Exxon, its shareholders didn’t see

it, as they roundly rejected Defendants’ 2022 and 2023 proposals.

Undeterred, Defendants tried again, submitting the following proposal

for Exxon’s 2024 shareholder meeting:

Resolved: Shareholders support the Company, by an advisory vote,

to go beyond current plans, further accelerating the pace of emission

reductions in the medium-term for its greenhouse gas (GHG)

emissions across Scope 1, 2, and 3, and to summarize new plans,

targets, and timetables.

2See ECF No. 1 at 3 (the “2024 Proposal”). The 2024 Proposal contains other

recommendations, though Exxon mainly takes issue with the above language.

As noted above, companies in Exxon’s position would ordinarily pick

the closest fit from Rule 14a-8’s exclusions and request a no-action letter

from the SEC to keep the proposal off their proxy statement. But this

year, Exxon had enough. Rather than pursuing a no-action letter, Exxon

sued Defendants in federal court,3 seeking a declaratory judgment that

Defendants’ 2024 proposal is excludable.4 Exxon’s annual meeting is set

for May 29, 2024. Under the Exchange Act, Exxon had to file its proxy

statement with shareholder proposals by April 11. Exxon filed this

lawsuit in late January, roughly two months ahead of that deadline. In

response, Arjuna withdrew Defendants’ proposal and promised “not [to]

refile the proposal with Exxon at any point in the future.”

Defendants thought their actions would put an end to Exxon’s

lawsuit. They were wrong. When Exxon moved forward with its case,

Defendants moved to dismiss under Rule 12(b)(1). As Defendants see

things, their retracted proposal and promise not to refile moot Exxon’s

claim, divesting this Court of subject-matter jurisdiction. They also

contest personal jurisdiction, arguing Exxon endorses a “novel theory”

that allows Exxon to “haul its shareholders into any court in the United

States.” Exxon sees things differently. It counters Defendants’ mootness

arguments with voluntary-cessation precedents. It counters Defendants’

personal-jurisdiction arguments with appeals to both the Exchange Act

and Texas’s long-arm statute. As explained below, Exxon wins on

subject-matter jurisdiction. For personal jurisdiction, Arjuna loses, but

Follow This prevails.

3Exxon’s decision to file in the Fort Worth Division of the Northern District

of Texas perplexes. Although Exxon was previously headquartered in the

Dallas Division, it has been headquartered in the Houston Division of the

Southern District of Texas since July 2023. See ECF No 1 at 7. And the

Complaint provides no clarity, as its venue assertion relates to the Northern

District of Texas generally, not to this Division. See id. at 6–7. Perhaps that’s

why not one of the fifteen attorneys in this case is from Fort Worth.

4In relevant part, the Complaint asks the Court to “declar[e] that

ExxonMobil may properly exclude the 2024 Proposal from its proxy statement

under Rule 14a-8(i)(7) and (i)(12).” ECF No. 1 at 26. These exclusions

correspond to proposals that relat[e] to the company’s ordinary business

operations” (17 C.F.R. § 240.14a-8(i)(7)) or are duplicative of previously

rejected proposals (Id. § 240.14a-8(i)(12)). The exclusions themselves are

irrelevant for the present jurisdictional analysis.

LEGAL STANDARD

As courts of limited jurisdiction, federal courts “possess only that

power authorized by the Constitution and statute, which is not to be

expanded by judicial decree.” Kokkonen v. Guardian Life Ins. Co. of Am.,

511 U.S. 375, 377 (1994). “A court must have the power to decide the

claim before it (subject-matter jurisdiction) and power over the parties

before it (personal jurisdiction) before it can resolve a case.” Lightfoot v.

Cendant Mortg. Corp., 580 U.S. 82, 95 (2017). If either is absent,

defendants may move to dismiss under Rule 12. See FED. R. CIV. P.

12(b)(1). “A district court may dismiss a case under Rule 12(b)(1) based

on ‘(1) the complaint alone; (2) the complaint supplemented by

undisputed facts evidenced in the record; or (3) the complaint

supplemented by undisputed facts plus the court’s resolution of disputed

facts.’” In re Southern Recycling, LLC, 982 F.3d 374, 379 (5th Cir. 2020)

(quoting Barrera-Montenegro v. United States, 74 F.3d 657, 659 (5th Cir.

1996)). The burden of proof falls on the party asserting jurisdiction.

Ramming v. United States, 281 F.3d 158, 161 (5th Cir. 2001).

Standing is part of subject-matter jurisdiction. Ortiz v. Am. Airlines,

Inc., 5 F.4th 622, 627 (5th Cir. 2021). To establish standing, there must

be an “actual, ongoing contovers[y].” Honig v. Doe, 484 U.S. 305, 317

(1988). Courts use the familiar Lujan framework to ensure there is. See

Lujan v. Defs. of Wildlife, 504 U.S. 555, 559–60 (1992) (requiring (1) an

injury in fact that is (2) causally connected to a defendant and (3) likely

to be redressed by a favorable decision). Standing erodes when a case is

mooted. Friends of the Earth, Inc. v. Laidlaw Envt’l. Servs., Inc., 528

U.S. 167, 189 (2000). “So if a plaintiff’s stake in a lawsuit falls away, so

too does our subject-matter jurisdiction.” Shemwell v. City of McKinney,

Tex., 63 F.4th 480, 483 (5th Cir. 2023). Afterall, federal courts can’t issue

advisory opinions. Carney v. Adams, 592 U.S. 53, 64 (2020). And

decisions on a moot case are advisory. See Franciscan Alliance, Inc. v.

Becerra, 47 F.4th 368, 376 (5th Cir. 2022).

Plaintiffs also bear the burden for personal jurisdiction. See

Shambaugh & Son, L.P. v. Steadfast Ins. Co., 91 F.4th 364, 369 (5th Cir.

2024). “The guiding principle of specific5 personal jurisdiction is whether

‘the defendant’s conduct and connection with the forum State are such

that he should reasonably anticipate being haled into court there.’” Id.

at 372 (quoting World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286,

287 (1980)). In short, personal jurisdiction must comport with due

process. See Douglass v. Nippon Yusen Kabushiki Kaisha, 46 F.4th 226,

222–23 (5th Cir. 2022). To this end, courts ask if a defendant has

“minimum contacts” with the forum. Int’l Shoe, 326 U.S. at 324. If they

do, “traditional conception[s] of fair play and substantial justice” are not

offended by litigating there. Id.; see also Asahi Metal Indus. v. Sup. Ct.

of Cal., 480 U.S. 102, 113 (1987). Nevertheless, the Supreme Court “long

ago rejected the notion that personal jurisdiction might turn on

mechanical tests, or on conceptualistic . . . theories [like] the place of

contracting or of performance.” Burger King v. Rudzewicz, 471 U.S. 462,

478 (1985) (cleaned up).

ANALYSIS

As noted, Defendants challenge subject-matter and personal

jurisdiction. See ECF No. 22-1 at 12–26. For subject-matter, they

contend Exxon’s claim is moot. See ECF No. 22-1 at 12; but see ECF No.

31 at 15. For personal, they argue Exxon fails to plead jurisdiction under

the Exchange Act or Texas’s long-arm statute. See ECF No. 22-1 at 24;

but see ECF No. 31 at 25. The Court addresses each argument in turn.

A. The Court has subject-matter jurisdiction.

The Declaratory Judgment Act empowers federal courts to “declare

the rights and other legal relations of any interested party seeking such

declaration.” 28 U.S.C. § 2201(a). Here, Exxon seeks a declaration that

it may exclude the 2024 Proposal under Rule 14a-8(i)(7) and (i)(12) of

the Exchange Act. See ECF No. 1 at 25. Yet Arjuna withdrew the

5Personal jurisdiction can be general or specific. See Goodyear Dunlop Tires

Ops., S.A. v. Brown, 564 U.S. 915, 919–20 (2011). General jurisdiction concerns

defendants whose “continuous and systematic” presence renders them

“essentially at home” in a forum. Int’l Shoe Co. v. State of Wash., 326 U.S. 310,

324 (1945). That’s irrelevant here. By contrast, “specific jurisdiction is confined

to adjudication of issues deriving from, or connected with, the very controversy

that establishes jurisdiction.” Goodyear, 564 U.S. at 919 (cleaned up).

proposal and promised not to refile. See ECF No. 22-1 at 10. Defendants

thus contend Exxon’s claim is moot, as Exxon essentially asks for

permission to exclude a non-existent proposal. See id. at 7 (“In refusing

to dismiss this case following the withdrawal, Exxon has laid bare its

true intention—to challenge how the SEC interprets and applies its own

proxy proposal rules, without actually confronting the SEC itself.”).

Exxon pushes back, noting defendants cannot evade litigation by

stopping their challenged conduct, only to pick up where they left off

after a suit is dropped. See ECF No. 31 at 15–20. As explained below,

even if Defendants are right regarding Exxon’s intentions, Exxon has

the winning argument.

1. Defendants voluntarily ceased relevant conduct.

“It is well settled that ‘a defendant’s voluntary cessation of a

challenged practice does not deprive a federal court of its power to

determine the legality of the practice.” Friends of the Earth, 528 U.S. at

189 (quoting City of Mesquite v. Aladdin’s Castle, Inc., 455 U.S. 283, 289

(1982)). “Otherwise, a defendant could engage in unlawful conduct, stop

when sued to have the case declared moot, then pick up where he left

off, repeating this cycle until he achieves all his unlawful ends.” Already,

LLC v. Nike, Inc., 568 U.S. 85, 91 (2013).6 Arjuna tried to do that here,

dropping their proposal within days of Exxon’s lawsuit. See ECF No. 31

at 14. Like Follow This, Arjuna is publicly devoted to shareholder

activism. See ECF No. 1 at 3. Yet discretion is sometimes the better part

of valor, so it dropped the 2024 Proposal at the first hint of trouble. See

6A wrinkle arises when applying voluntary-cessation precedents to cases

seeking declaratory relief. Cases applying the doctrine typically refer to

“legality” and a defendant’s “unlawful ends.” See, e.g., Friends of the Earth, 528

U.S. at 189; Already, 568 U.S. at 91. Defendants did nothing illegal here;

rather, Exxon seeks a declaration of rights vis-à-vis its course of action. Still,

the doctrine exists to ensure defendants cannot dodge unfavorable rulings. See

Sossamon v. Lone Star State of Tex., 560 F.3d 316, 324 (5th Cir. 2009) (“[T]he

voluntary cessation of a complained-of activity by a defendant ordinarily does

not moot a case: If defendants could eject plaintiffs from court on the eve of

judgment, then resume the complained-of activity without fear of flouting the

mandate of a court, plaintiffs would face the hassle, expense, and injustice of

constantly relitigating their claims without the possibility of obtaining lasting

relief.”). Accordingly, the doctrine applies with equal force here despite the

absence of illegal conduct by Defendants.

ECF No. 22-1 at 11. To drive the point home, Arjuna sent Exxon a letter

on January 29, promising not to refile the proposal “at any time in the

future.” ECF No. 22-1 at 11.

Ordinarily, facing no proposal, Exxon’s claim (and the Court’s

subject-matter jurisdiction) would vanish. See Shemwell, 63 F.4th at

483. That’s because an opinion regarding exclusion of a withdrawn

proposal would be advisory. See Becerra, 47 F.4th at 376. But not so fast.

The voluntary-cessation doctrine requires more than platitudes to

render a case moot; it requires proof that the offending conduct will not

recur. See Parents Involved in Cmty. Schs. v. Seattle Sch. Dist. No. 1,

551 U.S. 701, 719 (2007). If Defendants can evade suit by dropping their

proposal, Exxon will never have its questions answered. See Sossamon,

560 F.3d at 324. Thus, to moot Exxon’s claim, Defendants must show

that it is “absolutely clear” the relevant conduct “could not reasonably

be expected to recur.” K.P. v. LeBlanc, 729 F.3d 427, 438 (5th Cir. 2013).

They fail to do so.

2. It is not “absolutely clear” the offending conduct will not recur.

So the voluntary-cessation doctrine requires proof that Exxon will

not reencounter Defendants’ proposal. See id. Defendants say Arjuna’s

January 29 letter provides such proof, as it ostensibly immunizes Exxon

from the proposal, whether as a proxy submission or as a floor item at

Exxon’s annual meeting. See ECF No. 22-1 at 11, 14–20. Exxon says the

letter is too narrow to provide meaningful protection. See ECF No. 31 at

14. For instance, Exxon argues nothing in the letter would prevent

Defendants from tweaking non-substantive parts of the proposal and

firing away once more. See id. This argument persuades.

Defendants say Exxon “prognosticates that in the future,

shareholders may submit proposals that could address ‘substantially the

same subject matter.’” ECF No. 22-1 at 20 (citing ECF No. 20 at 2). They

say that’s too speculative, as the law requires “concrete and

particularized” injuries to establish standing. See generally Lujan, 504

U.S. at 560–61; Spokeo v. Robbins, 578 U.S. 330, 339 (2016). This is one

of many areas of tension between declaratory judgments and standing.

But the latter is still required for the former, as the Declaratory

Judgment Act empowers courts to “declare rights and other legal

relations of any interested party . . . whether or not further relief is or

could be prayed,” as long as there’s a “case of actual controversy.” 28

U.S.C. § 2201. True, in arguing voluntary cessation, plaintiffs may not

“rely on theories of Article III injury that would fail to establish standing

in the first place.” Already, 568 U.S. at 96. But the doctrine does not

require exacting identicality. See Ne. Fla. Chapter of Assoc. Gen.

Contractors of Am. v. City of Jacksonville, 508 U.S. 656, 662 (1993)

(noting it is not “only the possibility that the selfsame statute will be

enacted that prevents a case from being moot”).

As worded, Arjuna’s letter allows Defendants to take the 2024

Proposal, add an Oxford comma here, shorten a sentence there, and

submit the results anew for Exxon’s shareholders. See ECF No. 22-2 at

32. If that’s all it takes to circumvent the doctrine, voluntary-cessation

precedents are useless. See, e.g., Friends of the Earth, 528 U.S. at 189

(noting application of the doctrine must not “leave the defendant . . . free

to return to his old ways”). And while Defendants critique Exxon’s

“vague and imagined scenarios,” see ECF No. 22-1 at 20, Exxon can

hardly be faulted for distrusting organizations devoted to shareholder

activism. See ECF No. 31 at 16. Considering Defendants’ core mission,

Exxon’s argument is far from a “sky-is-falling” hypothetical. Rather, the

company’s position is a rational response to entities categorically

opposed to Big Oil. Exxon is big. And Exxon is Oil. And another court

has already found at least Defendant has leadership that’s “manifestly

biased” against Exxon. See ECF No. 31 at 11.

Courts routinely apply the voluntary-cessation doctrine in similar

cases. See, e.g., Jacksonville, 508 U.S. at 662 (applying the doctrine

where “a defendant could moot a case by repealing the challenged

[action] and replacing it with one that differs only in some insignificant

respect”). And while plaintiffs “cannot manufacture standing” based on

“fears of hypothetical future harm,” see Clapper v. Amnesty Int’l USA,

568 U.S. 398, 416 (2013), Exxon’s position is far from untenable. Indeed,

prior actions “[are] evidence bearing on” the likelihood that conduct

recurs. See City of L.A. v. Lyons, 461 U.S. 95, 102 (1983). Thus,

Defendants have three consecutive years of similar proposals weighing

against them.

At base, Exxon wins because it isn’t required to take Defendants at

their word. Although Arjuna withdrew the 2024 Proposal and vowed not

to refile, “[s]uch a profession does not suffice to make a case moot.” U.S.

v. W.T. Grant Co., 345 U.S. 629, 633 (1953); see also City of Mesquite,

455 U.S. at 289–90 & n.10 (noting courts examine whether the

defendant may plausibly return to its conduct later). As a matter of law,

Defendants’ letter promising not to refile is toothless. Sparing a primer

on 1L contract formation, Defendants’ letter was a unilateral promise,

not an enforceable contract. Absent an offer and acceptance, a meeting

of the minds, consideration, and other elements not present here,

Defendants would not face breach-of-contract liability if they changed

their minds later. That’s not to say a contract is always required.

However, Defendants’ pledge is not as sweeping and unequivocal as

other stipulations which evaded the doctrine. Cf. Already, 568 U.S. at

93–94, 102 (analyzing the “breadth of the covenant” and finding the

claim moot because the pledge “prohibit[ed] . . . any claim or any

demand” going forward); Acheson Hotels, LLC v. Laufer, 600 U.S. 1, 5

(2023) (same).

Arjuna’s letter forecloses a carbon-copy resubmission of the 2024

Proposal. See ECF No. 22-2 at 32. Because Defendants pledged far less

than Already and Acheson, they don’t get a get-out-of-court-free card.

See ECF No. 31 at 18–19. Defendants nevertheless insist “Exxon’s desire

for an opinion on excludability in the abstract is insufficient to confer

Article III standing.” ECF No. 35 at 10. If true, Exxon cannot avoid

mootness by invoking voluntary cessation. See Already, 568 U.S. at 96.

Afterall, “[i]t is a federal court’s judgment, not its opinion, that remedies

an injury.” Haaland v. Brackeen, 599 U.S. 255, 294 (2023). Thus, if

“petitioners can hope for nothing more than an opinion, [] they cannot

satisfy Article III.” Id.; see also Hall v. Beals, 396 U.S. 45, 48 (1969)

(noting a case must be “a present, live controversy” for the court to “avoid

advisory opinions on abstract propositions of law”).

This is where “mootness has added some wrinkles that standing

lacks.” Friends of the Earth, 528 U.S. at 213 (Scalia, J. and Thomas, J.,

dissenting). “[J]ust as the initial suit can be brought (by way of a

declaratory judgment) before the defendant actually violated the

plaintiff’s alleged rights, so also the initial suit can be continued even

though the defendant has stopped violating the plaintiff’s alleged

rights.” Id. And though Defendants have not violated Exxon’s rights, the

voluntary cessation doctrine is simply a “presumption that the

controversy reflected by the violation of alleged rights continues to

exist.” Id. (citation omitted). Or here, it’s a presumption that Exxon

retains its right to a declaratory judgment, notwithstanding the

proposal’s withdrawal. See 28 U.S.C. § 2201(a). And Exxon will never

actualize that entitlement if the Court’s jurisdictional lynchpin can be

removed any time Exxon sues for declaratory relief. See Haaland, 599

U.S. at 293. Hence, the Court’s “absolute clarity” standard. See LeBlanc,

729 F.3d at 438.

To conclude, Defendants attempt to have their cake and eat it, too.

Arjuna’s letter failed to assure Exxon that the 2024 Proposal will not

resurface. As such, it does not escape Exxon’s voluntary-cessation

arguments. True, a declaratory judgment would inform Exxon of its

rights vis-à-vis other proposals not at issue. But it would primarily

inform Exxon of its rights should the 2024 Proposal resurrect. “Afterall,

the point of a declaratory judgment ‘is to establish a binding

adjudication that enables the parties to enjoy the benefits of reliance

and repose secured by res judicata.’” Haaland, 599 U.S. at 293 (quoting

18A CHARLES A. WRIGHT & ARTHUR R. MILLER, FEDERAL PRACTICE &

PROCEDURE § 4446 (3d ed. Supp. 2022) (cleaned up)). Thus, because a

ruling would elucidate Exxon’s rights regarding the 2024 Proposal, the

opinion would not be advisory. See id. (noting that without such effect,

“a declaratory judgment is little more than an advisory opinion”).7

7This speaks to an “underlying concern” in many cases: that “when the

challenged conduct ceases such that there is no reasonable expectation that

the wrong will be repeated, then it becomes impossible for the court to grant

any effectual relief whatever to the prevailing party.” City of Erie v. Pap’s A.M.,

529 U.S. 277, 287 (2000). Here, a declaration regarding the 2024 Proposal is

“the only relief Exxon has requested.” ECF No. 22-1 at 15. That proposal was

withdrawn. See id. While a declaratory judgment would have broader

implications, see ECF No. 31 at 16, what matters is that Defendants have not

shown with “absolute clarity” that Exxon won’t see the proposal again. Thus,

the Court can still offer Exxon “effectual relief.” Pap’s A.M., 529 U.S. at 287.

Defendants are of course free to make a broader stipulation akin to

those in Already or Acheson. That would moot Exxon’s claim. But it’s a

roll of the dice: on one hand, it evades suit, on the other, a declaratory

judgment may prove favorable for Defendants. At this juncture, it’s not

“absolutely clear” that Exxon will not face Defendants’ proposal later—

whether in an identical form or a “substantially similar” form. See

Jacksonville, 508 U.S. at 662. Defendants don’t carry their “formidable

burden” to prove non-recurrence. See Already, 568 U.S. at 91. Because

their conduct could “reasonably be expected to recur,” Exxon’s claim is

not moot, and the Court’s subject-matter jurisdiction is not jeopardized.

See LeBlanc, 729 F.3d at 438.

B. The Court has personal jurisdiction over Arjuna.

The Court must next ensure it has personal jurisdiction over

Defendants. See Lightfoot, 580 U.S. at 95. If it doesn’t, any ruling on

Exxon’s lawsuit is invalid. See Broadcast Music, Inc. v. M.T.S. Enters.,

Inc., 811 F.2d 278, 281 (5th Cir. 1987) (“A court which lacks personal

jurisdiction over a defendant cannot enter a valid judgment against that

defendant.”). The Court can only exercise jurisdiction if Defendants have

sufficient contacts with this forum. See Int’l Shoe, 326 U.S. at 315.

Otherwise, it offends notions of “fair play and substantial justice” to

make them litigate here. See id. Exxon argues personal jurisdiction is

proper under both the Exchange Act and Texas’s long-arm statute.8 See

ECF No. 31 at 25–27. As explained below, Exxon’s Exchange Act

argument does not persuade; its argument under the Texas long-arm

statute persuades for Arjuna, but not for Follow This.

1. The Court lacks personal jurisdiction over Defendants under the

Exchange Act.

Defendants say Exxon’s first argument rests on a “novel theory of

personal jurisdiction” that allows Exxon to “haul its shareholders into

any court in the United States.” ECF No. 22-1 at 13. Case law suggests

8Citing a disparate case from the Northern District of Georgia, Arjuna’s

reply brief argues the Court shouldn’t consider Exxon’s long-arm arguments

because they weren’t raised in the Complaint. See ECF No. 35 at 12–13. Yet

insofar as the Court is dutybound to ensure jurisdiction exists, see Lightfoot,

580 U.S. at 95, the Court is unpersuaded by such procedural nitpicking.

otherwise. Ordinarily, “where a state is attempting to get

extraterritorial jurisdiction over a defendant, the inquiry is whether the

defendant has had minimum contacts with the state.” Busch v.

Buchman, Buchman & O’Brien, Law Firm, 11 F.3d 1255, 1258 (5th Cir.

1994). But that changes here, where the lawsuit is “based upon a federal

statute providing for nationwide service of process.” Id.; see generally 15

U.S.C. § 78aa (Exchange Act provision providing for nationwide service

of process) (hereinafter “Section 27”). And “[i]t is black-letter law” in

such cases that “the relevant inquiry is whether ‘the defendant has had

minimum contacts with the United States.’” ECF No. 31 at 25 (quoting

Busch, 11 F.3d at 1258).

So normally courts examine a defendant’s contacts with the forum

state. See Int’l Shoe, 326 U.S. at 324. But for cases like this, we examine

contacts with the forum nation. See Busch, 11 F.3d at 1258. The Court

understands if Defendants find that confounding. Indeed, the Busch

analysis seems to erode the liminal space between personal jurisdiction

and service of process, which “are conceptually distinct issues.” Bellaire

Gen. Hosp. v. Blue Cross Blue Shield of Mich., 97 F.3d 822, 826 (5th Cir.

1996). Nevertheless, the Fifth Circuit has consistently upheld Busch’s

nationwide jurisdictional inquiry. See Trust Co. of La. v. N.N.P., Inc.,

104 F.3d 1478, 1487 (5th Cir. 1997). Thus, Busch remains the law of the

land, even if courts apply it “with grave misgivings regarding the

authority upon which we rely.” Bellaire Gen. Hosp., 97 F.3d at 826.

Because Defendants have sufficient contacts with the United States, the

inquiry would typically stop here. See ECF No. 31 at 25 (noting “Arjuna

is based in the United States” and “Follow This has had multiple

contacts with the United States in connection with . . . this case”).

However, Defendants make a textualist argument—passingly dealt

with in Exxon’s briefing—that inverts this analysis.

Defendants say Exxon reads the Exchange Act too broadly. See ECF

No. 22-1 at 24. The Parties lose the forest for the trees on this point,

devoting most of their briefing to the Busch analysis discussed above.

Exxon wins on that point. But there’s a condition precedent to Exxon’s

argument: namely, that Section 27 applies. Put differently, Busch’s

nationwide jurisdictional inquiry only controls if Section 27 applies to

this lawsuit. See Busch, 11 F.3d at 1258. As Defendants observe, the

Act’s operative language covers actions “to enforce any liability or duty

created by this chapter or rules and regulations thereunder.” ECF No.

22-1 at 24 (citing 15 U.S.C. § 78aa). As Defendants see things, even if

Exxon is right that certain actions may be brought in “any such district”

of the United States, see 15 U.S.C. § 78aa, this case doesn’t fit that

taxonomy. See ECF No. 22-1 at 24–25.

Exxon devotes two whole sentences to this argument, brushing aside

the plain meaning of the words in Section 27: “The complaint seeks a

declaration that the 2024 Proposal is excludable under Rule 14a-8.

Thus, ExxonMobil seeks to enforce liabilities and duties owed under the

Exchange Act, which is all that is required for Section 27 to apply.” ECF

No. 31 at 25. But the syllogism’s logic breaks down when pressed.

Section 27 applies to cases “to enforce any liability or duty created by

this chapter or the rules and regulations thereunder.” 15 U.S.C. § 78aa.

Exxon seeks a declaration that it may exclude Defendants’ proposal

under Rule 14a-8. See ECF No. 1. The Court is unsure how Exxon

believes such a request involves enforcement of liabilities and duties

owed under the Act.

The Court agrees with Defendants that “Exxon’s position . . . is

contrary to both the letter and spirit of Section 27.” ECF No. 22-1 at 24.

Start with the text. Section 27 provides for nationwide service of process

for cases “to enforce any liability or duty created by this chapter or rules

and regulations thereunder” or for cases “to enjoin any violation of such

chapter or rules and regulations.” 15 U.S.C. § 78aa. Exxon’s case

involves a “rule thereunder.” See ECF No. 1. Thus, Section 27 applies if

Exxon seeks to (1) enforce a liability or duty under the Act or (2) enjoin

a violation of the Act. It does neither.9

9See, e.g., Enforce, BLACK’S LAW DICTIONARY (11th ed. 2019) (“To give force

or effect to (a law, etc.); to compel obedience to.”); Duty, BLACK’S LAW

DICTIONARY (11th ed. 2019) (“A legal obligation that is owed or due to another

and that needs to be satisfied; that which one is bound to do, and for which

somebody else has a corresponding right.”); Liability, BLACK’S LAW

DICTIONARY (11th ed. 2019) (“The state of being bound or obliged in law or

justice to do, pay, or make good something; legal responsibility.”); Enjoin,

BLACK’S LAW DICTIONARY (11th ed. 2019) (“To legally prohibit or restrain by

Because Exxon seeks a declaratory judgment, its lawsuit seeks to

neither enforce a liability/duty or enjoin a violation. Its argument thus

contravenes the text of Section 27. But Busch presents a minor wrinkle.

There, the Fifth Circuit said the nationwide inquiry applies for suits

“based upon a federal statute providing for nationwide service of

process.” 11 F.3d at 1258. Read in isolation, that could apply whenever

a statute provides for nationwide service of process in whole or in part.

Yet Busch was a standard case involving alleged violations of the

Exchange Act, not a suit for declaratory judgment. See id. at 1256. Thus,

Section 27 clearly applied, and the court never analyzed the contours of

its jurisdictional inquiry. See id. at 1258.

Taken to their logical extreme, Exxon’s appeals to Busch would

authorize a nationwide jurisdictional inquiry for a statute that created

100 causes of action but allowed nationwide service of process for one.10

This interpretation takes Busch too far. Rather, Busch expands the

minimum-contacts inquiry nationwide for cases encompassed in the

service-of-process provision. See id. That’s usually a non-issue, as

declaratory judgment actions are a small fraction of Exchange Act cases

and many statutes providing for nationwide service do so for all suits

brought thereunder. But the Exchange Act doesn’t—indeed, it couldn’t,

as the Exchange Act was enacted a week before the Declaratory

Judgment Act.11 Thus, Exxon’s argument stands in contravention of

Section 27’s text.

injunction.”); Violation, BLACK’S LAW DICTIONARY (11th ed. 2019) (“An

infraction or breach of the law, a transgression.”).

10While extreme, the example highlights a tension when Busch is

overextended. Many statutes provide for nationwide service of process for

limited types of actions or under limited circumstances. See, e.g., Sherman Act,

15 U.S.C. § 5 (1982) (allowing nationwide service only if the court finds “that

the ends of justice require that other parties should be brought before the

court”); Racketeer Influenced & Corrupt Organizations Act, 18 U.S.C. § 1965

(1982) (allowing nationwide service for enforcement actions if “parties residing

in any other district [must] be brought before the court”). However Busch

should be applied, it cannot be extended to contradict such statutory

provisions.

11See Securities Exchange Act of 1934, ch. 404, 48 Stat. 881 (1934) (signed

June 6, 1934); Federal Declaratory Judgment Act, ch. 343, 48 Stat. 955 (1934)

(signed June 14, 1934).

The Court’s suspicions are aroused by appeals to the “spirit” of

legislation, as ink on paper typically lacks a soul. See Lamie v. U.S.

Trustee, 540 U.S. 526, 534 (2004) (“The starting point in discerning

congressional intent is the existing statutory text.”). But legislative

history (to the extent it speaks to such “spirit”) can help understand

hard texts. See U.S. v. Kaluza, 780 F.3d 647, 658 (5th Cir. 2015). And

congressional records are clear that the Exchange Act was enacted to

create an Agency (the SEC) and a regime (the Act and its rules and

regulations) to effectuate greater transparency obligations enumerated

in the 1933 Securities Act.12 It was the Great Depression’s peak, and

public and congressional sentiment attributed the nation’s economic

woes to unchecked corporations and unregulated securities markets.13

The 1933 and 1934 acts were Congress’s answer. See United States

v. O’Hagan, 521 U.S. 642, 651 (1997) (observing that the ’33 and ’34 acts

served to “insure honest securities markets and thereby promote

investor confidence”). Corporate transparency and accountability were

critical. See id. Exxon now forwards the odd argument that an Act

designed to hold corporations accountable to jurisdictionally diverse

shareholders gives corporations an end-run around typical state-specific

personal jurisdiction inquiries. See ECF No. 31 at 25. But that just

underscores the illogic of Exxon’s position, it doesn’t inform the Court’s

analysis. Section 27 is unambiguous. Thus, while legislative history may

provide helpful context, the Court need not rely on it as an interpretive

aid. See Kaluza, 780 F.3d at 658.

At the end of the day, unambiguous legislative text controls. See

Henson v. Santander Consumer USA, Inc., 582 U.S. 79, 89 (2017) (noting

federal courts cannot “presume . . . that any result consistent with [one

party’s] account of the statute’s overarching goal must be the law”).

Legislators often draft legislation hastily, with little regard to the legal

implications their words carry. Perhaps the broad language of Section

27 was intended to encompass any lawsuits under the Exchange Act,

including yet unimagined actions like suits for declaratory judgment.

12See Charles O’Kelley & Robert Thompson, Corporations & Other Business

Associations 948–49 (2017).

13See id.

That argument is plausible. But Exxon’s problem is that the Act doesn’t

say that. Thus, for the reasons above, Exxon fails to plead personal

jurisdiction under the Exchange Act. Nevertheless, as explained below,

the Court has personal jurisdiction through Texas’s long-arm statute.

2. The Court has personal jurisdiction over Arjuna under Texas’s

long-arm statute.

Personal jurisdiction is governed “by the law of the state in which the

federal court sits.” Bulkley & Assocs., LLC v. OSHA, 1 F.4th 346, 351

(5th Cir. 2021). “In Texas, courts evaluate personal jurisdiction over

nonresident defendants through a two-step inquiry” to ensure

“compliance with the state’s long-arm statute and the Due Process

Clause.” Id. But Texas’s long-arm statute “extends to the limits of

federal due process.” Sangha v. Navig8 ShipManagement Private, Ltd.,

882 F.3d 96, 101 (5th Cir. 2018) (quoting Johnston v. Multidata Sys. Int’l

Corp., 523 F.3d 602, 609 (5th Cir. 2008)); accord Moki Mac River

Expeditions v. Drugg, 221 S.W.3d 569, 575 (Tex. 2007); see generally

TEX. CIV. PRAC. & REM. CODE ANN. § 17.042. Thus, the usual two-step

inquiry “collapses into one federal due process analysis.” Sangha, 882

F.3d at 101 (quoting Johnston, 523 F.3d at 609). So the Court must

conduct its usual minimum-contacts inquiry to ensure it has personal

jurisdiction over Defendants. See Int’l Shoe, 326 U.S. at 316.

The Court asks three questions to do so. Bulkley, 1 F.4th at 351.

First, did the defendant “purposefully direct” activity to the state or

“purposefully avail itself” of the state’s privileges? Def. Distrib. v.

Grewal, 971 F.3d 485, 490 (5th Cir. 2020). Second, does the case “arise

out of or result from” the forum-directed activity? Grewal, 971 F.3d at

490 (citation omitted). Third, all else equal, is it “fair and reasonable” to

exercise jurisdiction? Id. The first and third questions often bleed

together, as the fairness/reasonability of jurisdiction is not infrequently

a function of the nature/extent of the defendant’s contacts. See id.

Asking those questions here, the Court finds personal jurisdiction is

appropriate over Arjuna, but not over Follow This.

The first two questions are easy. First, Defendants have submitted

multiple shareholder proposals to Exxon in Texas. See ECF No. 31 at 26.

Second, “it is undisputed that ExxonMobil’s cause of action arises from

those contacts.” ECF No. 31 at 26; see generally Grewal, 971 F.3d at 490.

Accordingly, the case comes down to the “fair and reasonable” inquiry.

See id. This is where things get tricky.

It’s well-settled that “[a] single act directed toward Texas” can confer

jurisdiction. Wien Air Ak. v. Brandt, 195 F.3d 208, 211 (5th Cir. 1999);

see also Calder v. Jones, 465 U.S. 783, 789 (1984) (finding California had

jurisdiction because tort in Florida had substantial effects in California).

But not always. See Latshaw v. Johnson, 167 F.3d 208, 211 (5th Cir.

1999) (“Although a single act by the defendant directed at the forum

state can be enough to confer personal jurisdiction if that act gives rise

to the claim being asserted, entering into a contract with an out-of-state

party, without more, is not sufficient.”). What matters is that the lawsuit

relates to the forum-directed activity, even if the activity was minimal.

See Ford Motor Co. v. Mon. Eighth Jud. Dist. Ct., 592 U.S. 351, 362

(2021); Ruston Gas Turbines, Inc. v. Donaldson Co., Inc., 9 F.3d 415, 419

(5th Cir. 1993). And the “fair and reasonable” inquiry is always case-

specific. See Ford, 592 U.S. at 362. An unfortunate byproduct is that

personal-jurisdiction precedents vary significantly, with few controlling

broadly across cases.

Conducting a case-specific analysis here, start with the forum-

directed activity. Arjuna and Follow This co-filed the 2024 Proposal. See

ECF No. 22-1 at 9. It wasn’t their first. Id. Arjuna is a Delaware LLC

with a principal place of business in North Carolina and another office

in Massachusetts. Id. at 8. Follow This is an association organized under

the law of the Netherlands, with its principal place of business in

Amsterdam. Id. at 9. Neither set foot in Texas to submit the 2024

Proposal or its predecessors. See ECF No. 35 at 13. Moreover, the Court

is unaware of any Fifth Circuit precedent that deems submission of a

shareholder proposal sufficient by itself.

Without a clear answer in case law, the Court must determine

whether its fair to make Defendants litigate in Texas because they

submitted a shareholder proposal to a Texas-based corporation. See

generally Johnson v. TheHuffingtonPost.com, Inc., 21 F.4th 314, 318

(5th Cir. 2021) (noting “[a] defendant must have ‘fair warning’ that [its]

activities may subject [it] to another state’s jurisdiction” so it can

“structure its primary conduct to lessen or avoid exposure to a given

State’s courts”). To do so, the Court considers: “(1) the burden on the

nonresident defendant, (2) the forum state’s interests, (3) the plaintiff’s

interest in securing relief, (4) the interest of the interstate judicial

system in the efficient administration of justice, and (5) the shared

interests of the several states in furthering fundamental social policies.”

Luv N’ Care, Ltd. v. Insta-Mix, Inc., 438 F.3d 465, 473 (5th Cir. 2006)

(quoting Felch v. Transportes Lar-Mex SA De CV, 92 F.3d 320, 324 (5th

Cir. 1996)). Yet the analysis is “fact intensive and no one element is

decisive.” McFadin v. Gerber, 587 F.3d 753, 759 (5th Cir. 2009).

The corpus of case law evaluating factors four and five is robust but

unhelpful here. Rather, this case comes down to three interests:

Defendants’ interest in not litigating an away game (factor one), Exxon’s

interest in litigating a home game (factor three), and Texas’s interest in

hosting (factor two). On balance, these suggest personal jurisdiction is

appropriate over Arjuna, but not over Follow This.

i. The Burden on the Non-Resident Defendant

To state the obvious, litigating in Texas is suboptimal for

Defendants. Neither offices here, has agents here, files taxes here, or

otherwise maintains a presence here. See ECF No. 22-1 at 8–9. Neither

set foot here to submit the 2024 Proposal. Id. And Texas is a long way

from North Carolina and a longer way from Amsterdam. Thus, it’s

uncontested that Defendants’ contacts do not confer general personal

jurisdiction. See Goodyear, 564 U.S. at 919–20. Specific jurisdiction is

another matter. See id. As it relates to this lawsuit, Defendants both

knew Exxon was in Texas when they sent their proposal to Exxon’s

Texas-based corporate address. See ECF No. 1 at 7, 23. And it’s

reasonable to think Exxon will review proposals where they’re received.

Defendants emphasize case law suggesting a simple act of

communication can’t trigger jurisdiction in a foreign forum. See ECF No.

35 at 13 (citing Moncrief Oil Int’l, Inc. v. OAO Gazprom, 481 F.3d 309,

312 (5th Cir. 2007)). In Moncrief, the Fifth Circuit affirmed Judge

Means’ jurisdictional dismissal, noting “[a]n exchange of communication

. . . does not, by itself, constitute the required purposeful availment of

the benefits and protections of Texas law.” 481 F.3d at 312. It’s uncertain

whether Defendants’ lawful submission of a shareholder proposal

should, either. But Moncrief involved contract negotiations “where the

defendant did not perform any of its obligations in Texas, the contract

did not require performance in Texas, and the contract [was] centered

outside of Texas.” 481 F.3d at 312. Thus, the Fifth Circuit agreed that it

would be unfair to haul a Russian defendant to Texas to litigate a case

otherwise unconnected to the state. See id.

But this case is different. Here, Defendants sent a proposal to a

Texas-based corporation’s Texas address; a proposal logically considered

at the corporation’s Texas-based nerve center. If this case involved a

contract like Moncrief, the “contract” would be centered here. Still, the

Court must consider notions of fairness/reasonableness. Geography

helps Follow This more than Arjuna on this point. Like the Russian

entity in Moncrief, Follow This is domiciled in a foreign country. See

ECF No. 22-1 at 9. While Arjuna’s misfortunes may be a simple function

of geography, the fact remains that it is more unfair/unreasonable for

Follow This to litigate here than it is for Arjuna. See Johnston, 523 F.3d

at 617 (discussing the heightened burden of litigating “in a foreign legal

system”). Case law applying the Busch nationwide jurisdictional inquiry

often hinge on this fact. See, e.g., Bellaire Gen. Hosp., 97 F.3d at 826

(observing that in cases under a statute providing for nationwide service

of process, “it does not offend traditional notions of fair play and

substantial justice to exercise personal jurisdiction over a defendant

residing within the United States”) (emphasis added). Further, while the

nomenclature’s importance is unclear, Arjuna was the 2024 Proposal’s

“lead filer,” while Follow This was a co-filer. See ECF No. 22-1 at 9.

Differential impacts aside, both Defendants will be burdened by

litigating in Texas, as they would likely rather be golfing than traveling

to Fort Worth for court proceedings. But this is a declaratory judgment

action. See ECF No. 1. Thus, the Court anticipates resolving Exxon’s

claim on the papers, rendering the burden on both Defendants minimal.

For now, what’s clear is that Defendants purposefully directed activity

toward Texas that led to Exxon’s lawsuit, which suggests jurisdiction is

proper. See ECF No. 31 at 26. Taken alone, this factor wouldn’t

undermine jurisdiction over either Defendant, though litigating in

Texas would deracinate Follow This more than Arjuna. Next consider

Exxon’s interest.

ii. The Plaintiff’s Interest in Securing Relief

Exxon is at home in Texas and considered the 2024 Proposal here.

See ECF No. 1 at 7, 23. If Exxon can’t get its day in court here, it will be

hard pressed to sue over the 2024 Proposal anywhere considering

Defendants’ diverse geographic footprint. See Helicotperos Nacionales de

Colombia, S.A. v. Hall, 466 U.S. 408, 419 & n.13 (1984). Thus, though

Defendants didn’t commit a tort, the Court’s analysis draws from the

Calder effects test. See Calder, 465 U.S. at 787 (“The fact that the

actions causing the effects in California were performed outside the

state did not prevent the State from asserting jurisdiction over a cause

of action arising out of those effects.”). Here, Defendants sent their

proposal to Texas and could have reasonably known its effects would be

felt here. See id.; see also Cent. Freight Lines, Inc. v. APA Transport

Corp., 322 F.3d 376, 382 & n.6 (5th Cir. 2003) (“[T]his circuit has held

that a nonresident can establish contact with the forum by taking

purposeful and affirmative action, the effect of which is to cause

business activity (foreseeable by the defendant) in the forum state.”

(citation omitted)). Exxon thus has an interest in keeping the case here.

Given this case can be resolved without hearings and with minimal

travel burden, Exxon’s interest in litigating here likely outweighs

Defendants’ interests in not. See Johnston, 523 F.3d at 617. If either

Defendant has a plausible case otherwise, it’s Follow This. See Asahi,

480 U.S. at 115 (noting foreign interests are best served “by a careful

inquiry into the reasonableness of the assertion of jurisdiction in the

particular case, and an unwillingness to find the serious burdens on an

alien defendant outweighed by the minimal interests on the part of the

plaintiff or the forum State”). But that interest must always be analyzed

with an eye toward Exxon’s interest. Here, Exxon can still get the

declaratory relief it seeks without Follow This. The claim would still be

live, and Exxon would still get a legal determination of excludability—

which is “the only relief Exxon has requested.” ECF No. 22-1 at 15. Thus,

this factor suggests jurisdiction may be appropriate over Arjuna and

inappropriate over Follow This.

iii. The Forum State’s Interests

Turning finally to Texas, the state has an interest in keeping the case

here. Exxon is at home in Texas and contributes enormously to the

state’s economy. See generally ECF No. 1 at 7. States have an interest

in litigation initiated by their citizens. See Johnston, 523 F.3d at 616.

And the bigger the party, the bigger the interest. See id. But more than

one jurisdiction may have interests in a case. See Burger King, 471 U.S.

at 483. Here, the Netherlands has a strong interest in not having its

citizens needlessly dragged to litigate in other jurisdictions. See Asahi,

480 U.S. at 115. Thus, the Court must determine which jurisdiction, if

any, has the “bigger” interest vis-à-vis the Parties to this case. See id.

Texas has a strong paternal interest in this case because an outcome

will elucidate rights important to a key player in the Texas economy.

See In re Chinese Manufactured Drywall Prods. Liab. Litig., 742 F.3d

576, 592 (5th Cir. 2014). Courts often conduct the state-interest analysis

perfunctorily. But its worthwhile to consider the actual nature of a

forum state’s interest—its not enough to accept such interest on fiat. It

doesn’t help when, as here, a case is filed in a venue unrelated to the

cause of action. While venue and jurisdiction are conceptually distinct,

attenuated venue facts can detract from otherwise solid jurisdictional

facts. Here, Exxon’s venue may be built on sand, but its jurisdiction is

built on stone.

In July 2023, Exxon moved its HQ from the Dallas Division of the

Northern District of Texas to the Houston Division of the Southern

District of Texas. See ECF No. 1 at 7. Exxon says venue is proper

because “the 2023 Proposal and the 2022 Proposal [neither of which are

at issue here] were delivered in this district” and Exxon held its annual

meetings here. Id. at 6. Missing from the Complaint are any facts that

suggest those meetings occurred in the Fort Worth Division, rather than

the Dallas Division, where Exxon has a campus. See id. The city would

doubtless welcome Exxon should the company wish to move here.14 And

Exxon would likely benefit from having Fort Worth attorneys on its

cases, as Cowtown’s legal community has long represented the titans of

Texas’s oil and gas industry.15 For now, however, Exxon’s focus is

elsewhere. See ECF No. 1 at 7.

But the case’s weak ties to Fort Worth should not detract from its

strong ties to Texas. Because Exxon contributes substantially to the

state’s bottom line, Texas’s interest in this litigation is beyond dispute.

See World-Wide Volkswagen, 444 U.S. at 297–98. Between competing

alternatives, North Carolina and the Netherlands lack skin in the game

vis-à-vis resolution of Exxon’s claim. See id.; see also Hall, 466 U.S. at

414. Yet however strong Texas’s interests in the case may be, the Court

must still evaluate the Netherlands’ interests in Follow This. See Asahi,

480 U.S. at 115. As noted, this case could probably proceed with minimal

burden to Follow This. But insofar as they aren’t necessary to resolve

Exxon’s claim, that fact weighs more in their favor, not less. That’s

especially true considering the Court’s obligation to exercise “great care

and reserve . . . when extending our notions of personal jurisdiction to

the international field.” United States v. First Nat’l City Bank, 379 U.S.

378, 404 (1965) (Harlan, J., dissenting) (collecting cases). Thus, Texas’s

interest in this case clearly outweighs the burden on Arjuna, but not on

Follow This.

CONCLUSION

For the above reasons, the Court has subject-matter jurisdiction over

this lawsuit and personal jurisdiction over Arjuna. Accordingly, the

Court GRANTS Follow This’s Motion (ECF No. 25) and DENIES

Arjuna’s Motion (ECF No. 22).

14To get the process started, see City of Fort Worth, Business Services (last

visited May 21, 2024), https://www.fortworthtexas.gov/business.

15See JAMES RESTON, JR., THE LONE STAR: THE LIFE OF JOHN CONNALLY,

156–57, 161 (1989) (discussing Fort Worth’s legal movers and shakers that

facilitated the rise of the Moncrief, Carter, Bass, and Richardson oil empires);

Dee J. Kelly, Memoirs, 55, 59–71 (2019) (same); see also BRYAN BURROUGH,

THE BIG RICH, 50–51, 94, 100, 252, 270–71, 307, 320 (2009) (discussing the

city’s ties to Big Oil and noting that, in Fort Worth, an oilman could have “a

good life, a Texas life”).

While Exxon seeks jurisdictional discovery should the Court side

with either Defendant, see ECF No. 31 at 27, jurisdictional discovery is

a matter of trial court discretion. Moran v. Kingdom of Saudi Arabia, 27

F.3d 169, 172 (5th Cir. 1994). And jurisdictional discovery is generally

unpopular where it could become a fishing expedition for ties with a

defendant domiciled in a foreign nation. See Kelly v. Syria Shell Petrol.

Dev. B.V., 213 F.3d 841, 849 (5th Cir. 2000). Seeing no need to invite

that for a non-essential defendant here, the Court DENIES Exxon’s

request for jurisdictional discovery. ECF No. 31 at 27.

SO ORDERED on this 22nd day of May 2024.