Craig v. Target Corporation

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

FORT MYERS DIVISION

BRIAN CRAIG, et. al.,

Plaintiffs,

v. Case No: 2:23-cv-599-JLB-KCD

TARGET CORPORATION, et. al.,

Defendants.

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ORDER

This matter comes before the Court upon Defendants’ motion to transfer this

case to the District of Minnesota. (Doc. 68). Plaintiffs responded in opposition

(Doc. 83), and Defendants replied (Doc. 90). For the reasons stated herein,

Defendants’ motion to transfer is DENIED.1

BACKGROUND2

In 2014, Target hired Defendant Brian C. Cornell as Chief Executive Officer,

and its Board of Directors (the “Board”) elected him Chairman of the Board.

(Doc. 52 at ¶ 7). Following Mr. Cornell’s hiring, Target began adopting several

environmental, social, governance (“ESG”) and diversity, equity, and inclusion

(“DEI”) initiatives. (Id.). These initiatives were incorporated into Target’s

1 In addressing the motion to transfer, the Court also addresses Plaintiffs’ motion to

stay briefing on Defendants’ motion to transfer. (Doc. 73). For the reasons stated

herein, the Court DENIES as moot Plaintiffs’ motion to stay (id.).

2 The facts as alleged in the amended complaint are taken as true to the extent they

are uncontradicted. Delong Equip. Co. v. Washington Mills Abrasive Co., 840 F.2d

843, 845 (11th Cir. 1988). The Court must accept the facts alleged in the complaint

as true unless contradicted by affidavits. Id.

corporate strategy and business plan. (Id.).

Target then began a “Pride Month” campaign in June 2015, where Target

published a “Pride Manifesto” and accompanying video transcript. (Id. at ¶ 9). The

following year, Target published an announcement in opposition to a North

Carolina transgender bathroom law. (Id. at ¶ 10). Target experienced customer

and investor backlash after both publications. (Id. at ¶ 14). Specifically,

shareholders, consumer groups, and conservative commentators repeatedly warned

Target that its ESG, DEI, and LGBT initiatives would cause the company to lose

customers. (Id. at ¶ 15).

Target released Annual Proxy Statements and Reports in 2021, 2022, and

2023. (Id. at ¶¶ 4, 16). Plaintiffs accuse Target of including misleading statements

and omissions in those filings. (Id. at ¶ 4). Specifically, Plaintiffs allege that Target

misled investors by either falsely stating or omitting the risk of customer boycotts

from its ESG and DEI initiatives. (Id.). According to Plaintiffs, Target

shareholders relied on the alleged misleading statements and omissions in re-

electing the Board, turning down multiple proposals via shareholder vote to reform

the Board’s risk oversight functions and approving executive compensation plans

that incentivized Target’s officers to implement DEI programs. (Id. at ¶ 22).

Following the reelection of the Board, Target undertook a children-and-

family-themed “Pride Month” marketing and sales campaign in May 2023 (the

“2023 Pride Month Campaign”). (Id. at ¶ 6). The campaign focused on displaying

“Pride Month” related merchandise at the front and center of Target’s stores across

the United States. (Id. at ¶¶ 203, 260). Plaintiffs allege that customers

subsequently boycotted Target, causing Target to lose $10 billion in market

valuation between May 18 and May 23, 2023. (Id. at ¶ 28). Specifically, Plaintiffs

claim that this was due to parents’ backlash over the company’s LGBT-themed

clothing line for children. (Id.). Between May 17 and October 6, 2024, Target lost

more than $25 billion in market capitalization. (Id.).

Plaintiffs now sue Defendants for various securities law violations in the

Middle District of Florida. (See Doc. 52). Defendants moved to transfer this case to

the District of Minnesota (Doc. 68), which is the District encompassing Target’s

headquarters.

LEGAL STANDARD

Congress defines “venue” as the “geographic specification of the proper court

or courts for the litigation of a civil action that is within the subject-matter

jurisdiction of the district courts in general.” 28 U.S.C. § 1390(a). The text of the

venue provision of the Securities Act of 1934 gives plaintiffs a choice of venue in

“the district wherein any act or transaction constituting the violation occurred” or

“the district wherein the defendant is found or is an inhabitant or transacts

business.” 15 U.S.C. § 78aa.

“The venue provision of the 1934 Act is strikingly broad and allows suits ‘to

be brought anywhere that the Act is violated or a defendant does business or can

otherwise be found.’” Liles v. Ginn-La W. End, Ltd., 631 F.3d 1242, 1253–54 (11th

Cir. 2011) (quoting Radzanower v. Touche Ross & Co., 426 U.S. 148, 149 (1976)).

Without question, the intent of the venue and jurisdiction provisions of the

securities laws is to afford potential plaintiffs liberal choice in their selection of a

forum. See Sec. Inv’r Prot. Corp. v. Vigman, 764 F.2d 1309, 1317 (9th Cir. 1985)

(citation and quotations omitted).

While Congress has afforded liberal choice in forum selection, a district court

may transfer the case if other considerations clearly outweigh plaintiff’s choice of

forum. See Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29 (1988); Robinson v.

Giarmarco & Bill, P.C., 74 F.3d 253, 260 (11th Cir. 1996). Under 28 U.S.C. §

1404(a), a district court may transfer a civil action to any other district for the

convenience of parties and witnesses, and in the interest of justice. However, courts

have not limited their consideration to the three enumerated factors in section

1404(a). In Manuel v. Convergys Corp., 430 F.3d 1132 (11th Cir. 2005), the

Eleventh Circuit identified nine factors for the district courts to consider: (1) the

convenience of the witnesses; (2) the location of relevant documents and the relative

ease of access to sources of proof; (3) the convenience of the parties; (4) the locus of

operative facts; (5) the availability of process to compel the attendance of unwilling

witnesses; (6) the relative means of the parties; (7) a forum’s familiarity with the

governing law; (8) the weight accorded a plaintiff’s choice of forum; and (9) trial

efficiency and the interests of justice, based on the totality of the circumstances. Id.

at 1135 n.1; see also Stewart, 487 U.S. at 34 (Scalia, J., dissenting) (noting that

courts have treated the categories in section 1404(a) broadly by “examin[ing] a

variety of factors, each of which pertains to facts that currently exist or will exist”).

Where a party moves to transfer venue under section 1404(a), “the burden is

on the movant to establish that the suggested forum is more convenient.” In re

Ricoh Corp., 870 F.2d 570, 573 (11th Cir. 1989).

DISCUSSION

Defendants argue that this action belongs in Minnesota. (Doc. 68).

Specifically, Defendants argue that (1) Target’s corporate disclosures disseminated

from Minnesota, (2) Plaintiffs’ claims stem from Minnesota-based conduct involving

Minnesota witnesses, (3) the Defendants’ alleged conduct has minimal ties with the

Middle District of Florida, and (4) this action overlaps with another securities action

pending in Minnesota––a district they contend has a lighter civil caseload. (See id.).

Upon review of Plaintiffs’ amended complaint, the parties’ briefing, and the entire

record, the Court finds that Defendants’ motion is due to be DENIED.

I. Venue is proper in the Middle District of Florida.

First, the Court must determine whether venue is proper in the Middle

District of Florida. For venue purposes, claims under the Securities and Exchange

Act of 1934 may be brought “in any such district or in the district wherein the

defendant is found or is an inhabitant or transacts business. . . .” 15 U.S.C. §

78aa(a); Liles, 631 F.3d at 1253–54. Here, Plaintiffs bring claims under the

Exchange Act, including Section 10(b), Rule 10b-5, Section 14(a), Rule 14a-9, and

Section 20(a). (Doc. 52 at 156, 158, 159). Plaintiffs contend that Target transacts

business in this District because Target has more than 75 stores in the Middle

District of Florida. (Doc. 83 at 21 (citation omitted)). Defendants neither contest

nor refute Plaintiffs’ assertion that Target transacts business in this District.

Additionally, the purported violative proxy statements were directed into this

District to lead Plaintiff Brian Craig and Plaintiff Carol Bowe. Interestingly, nearly

as many Target Directors reside in this District as the directors residing in

Minnesota. (Doc. 52 at 17–19). Accordingly, the Court finds that venue is proper in

the Middle District of Florida.

II. Defendants have not shown that Plaintiffs’ choice of forum is

clearly outweighed by other considerations.

Next, the Court must determine whether other considerations clearly

outweigh Plaintiffs’ choice of forum. Under Eleventh Circuit precedent, the

relevant factors include: (1) the convenience of the witnesses; (2) the location of

relevant documents and the relative ease of access to sources of proof; (3) the

convenience of the parties; (4) the locus of operative facts; (5) the availability of

process to compel the attendance of unwilling witnesses; (6) the relative means of

the parties; (7) a forum’s familiarity with the governing law; (8) the weight accorded

a plaintiff’s choice of forum; and (9) trial efficiency and the interests of justice, based

on the totality of the circumstances. Manuel, 430 F.3d at 1135 n.1. The Court will

examine each factor in turn.

A. The convenience of the witnesses.

Non-party witnesses’ convenience is generally considered one of the most

important factors in a venue transfer analysis. Trinity Christian Ctr. of Santa Ana,

Inc. v. New Frontier Media, Inc., 761 F. Supp. 2d 1322, 1327 (M.D. Fla. 2010).

However, the importance of this factor is significantly diminished where “the

witnesses, although in another district, are employees of a party and their presence

at trial can be obtained by that party.” Id. (citing Mason v. Smithkline Beecham

Clinical Labs., 146 F. Supp. 2d 1355, 1361–62 (S.D. Fla. 2001)).

Defendants argue that this factor weighs in favor of transferring the case

because “litigating in Minnesota would be more convenient for the likely witnesses–

–Target employees who work at Target’s Minnesota headquarters.” (Doc. 68 at 17).

They allege that, because Plaintiffs are bringing securities fraud claims, the likely

witnesses are “senior Target officers and employees ‘who participated in drafting or

distributing’ the company’s Annual Reports, Proxy Statements, public statements,

and DEI programs.” (Id. at 18 (citation omitted)). Defendants contend these

officers and employees live near, work out of, or regularly travel to Target’s

headquarters in Minneapolis and, thus, litigating in Minnesota would be easier for

the witnesses. (Id.). Upon careful review of the parties’ briefing, the Court

disagrees with Defendants.

As stated, the weight given to the convenience of witnesses factor is

significantly diminished where the witnesses are employees of a party and their

presence at trial can be obtained by that party. Trinity, 761 F. Supp. 2d at 1327

(citation omitted). For this factor, courts typically ignore the convenience of

witnesses who are employees of the defendant company because their testimony can

be easily obtained for depositions and trial. See Delorenzo v. HP Enter. Servs., LLC,

79 F. Supp. 3d 1277, 1283 (M.D. Fla. 2015) (“Therefore, any employee of

[defendant]. . . is ignored in considering [the convenience of witnesses’] factor.”).

Here, Defendants admit that the officers and employees who participated in the

drafting or distributing of Target’s corporate disclosures are employees of Target.

Target can easily obtain the testimony of their employees and officers for

depositions and trial. Further, Target has provided no evidence of witnesses–other

than its own employees–who live in the District of Minnesota. Without more

information, it is unclear whether it would be more convenient for witnesses not

employees of Target to testify in the District of Minnesota rather than the Middle

District of Florida. And, as Plaintiffs point out, “depositions can easily be taken by

remote means.” (Doc. 83 at 15). Even if the location of employees and officers was

given more weight, Defendants have not shown that these witnesses are necessarily

located in the District of Minnesota. This is because Target only requires employees

at its headquarters to be in the office one week per quarter. (Id. at 17 (citing Nick

Halter, Target Calls Employees Back to Corporate Headquarters Quarterly in 2024,

AXIOS TWIN CITIES (Dec. 14, 2023), https://www.axios.com/local/twin-

cities/2023/12/14/target-office-corporateworkers-downtown)). Defendants bear the

burden of showing inconvenience and have not met it. Accordingly, the Court finds

that Defendants have not demonstrated that the convenience of witnesses factor

outweighs Plaintiffs’ choice of forum.

B. The location of relevant documents and the relative ease of access

to sources of proof.

The Court next considers whether the location of relevant documents and the

ease of access to sources of proof outweigh Plaintiffs’ choice of forum. Specifically,

this factor “examines the location of sources of documentary proof and other

tangible materials, and the ease with which the parties can transport them to trial.”

Trinity, 761 F. Supp. 2d at 1327.

Here, Defendants contend that the underlying acts giving rise to this action–

–such as the drafting and dissemination of annual reports, proxy statements, and

business decisions––occurred at Target’s headquarters in Minnesota. (Doc. 68 at

17). Thus, they contend that it is more convenient for the Court to transfer this

action to Minnesota because “the evidence [is] located in Minnesota.” (Id. at 25).

Plaintiff responds by stating, “Target’s records are in electronic form, and they can

be transferred and produced to and from anywhere in the country.” (Doc. 83 at 15).

Indeed, Plaintiffs contend that “‘[m]odern technology largely neutralizes traditional

obstacles to providing relevant documents and access to proof,’ thereby reducing the

significance of this factor.” (Id. (citation omitted)). The Court holds that this factor

does not favor transfer because modern technology has advanced to allow the

electronic transmittal of documents, which lessens the burden of exchanging

discoverable information. See Nat’l Tr. Ins. Co. v. Pennsylvania Nat’l Mut. Cas. Ins.

Co., 223 F. Supp. 3d 1236, 1243–44 (M.D. Fla. 2016) (“[T]he location of relevant

documents and other tangible sources is no longer a heavily weighted factor. . .

given that technological advances now permit the electronic transmittal of

documents.”); Mason, 146 F. Supp. 2d at 1363–64 (holding that, where it does not

appear that any significant evidence will be lost by refusing transfer, that transfer

is improper). Further, it does not appear that Defendants will be unduly burdened

in their production of discovery if the action is retained in this Court. Accordingly,

this factor does not weigh in favor of transfer.

C. The convenience of parties.

Defendants briefly state that “transfer to Minnesota would ease the hardship

on the parties” because “all of the key witnesses are likely located in Minnesota;

thus, a transfer reduces expense and burden.” (Doc. 68 at 26). In making this

statement, Defendants contend Minnesota is (1) the most convenient venue for the

key witnesses (id. at 7, 17); (2) where the relevant acts occurred leading to this

lawsuit (id. at 17, 22, 23); (3) where the evidence is located (id. at 25); and (4)

Plaintiff’s choice of forum is entitled to little weight (id. at 17, 24). The Court finds

Defendants’ argument unpersuasive. While Defendants briefly state that expense

would be reduced by transferring this case to Minnesota, Defendants overlook the

heavy burdens that transfer would place on the Plaintiffs. Specifically, Plaintiffs

would be forced to engage additional lawyers to litigate this action in Minnesota.

Moreover, finding and retaining local counsel in Minnesota may be easy for a

billion-dollar company regularly sued in such a forum. Still, the costs and burdens

placed on Plaintiffs clearly weigh this factor in favor of Plaintiffs. Accordingly, the

Court concludes that Defendants have not shown that the convenience of parties’

factor clearly outweighs Plaintiffs’ forum choice.

D. The locus of operative facts.

Next, Defendants argue that the “locus of operative facts” outweighs transfer

to Minnesota. (Doc. 68 at 20). In determining the locus of operative facts, the court

must look at the site of events from which the claim arises. Nat’l Tr. Ins. Co., 223 F.

Supp. 3d at 1245 (citation and quotation marks omitted). The Court finds that this

factor is neutral.

Here, Defendants allege that Minnesota is the locus of operative facts

because Minnesota is where the alleged conduct occurred. (Doc. 68 at 20).

Specifically, Defendants contend “[s]ince Target’s headquarters [is] in Minnesota

and the alleged misrepresentations and omissions, which are at the heart of

Plaintiff’s case, all occurred in Minnesota, the District of Minnesota is, by far, the

more convenient forum.” (Id. at 22). However, it is unclear whether the alleged

conduct actually occurred in Minnesota. Notably, Plaintiffs point out that many of

Target’s directors live outside of Minnesota (Doc. 52 at 17–19), and most of its

corporate employees are only required to come into the office once per quarter,

implying that many of them work remotely (Doc. 83 at 17). Additionally, Target’s

2023 shareholder meeting occurred online and in Austin, Texas. (Id. at 20 (citation

omitted)). Even more, Target’s 2020, 2021, and 2022 shareholder meetings all

occurred exclusively online. (Id. (citation omitted)). Defendants’ dominant

argument is that many of the witnesses reside in Minnesota due to the location of

Target’s headquarters. However, that assertion is unpersuasive because Target

only requires its corporate employees to work in the office for one week per quarter.

(Id. at 17). Thus, it is unclear how much of Defendants’ alleged conduct actually

occurred in Minnesota. The Court finds that this factor is neutral and does not

outweigh Plaintiffs’ choice of forum.

E. Availability of process to compel the attendance of unwilling

witnesses.

The Court finds that this factor weighs in favor of Plaintiffs for the same

reasons as discussed with respect to the convenience-of-witnesses factor. As stated

previously, Target’s witnesses are likely to be its own employees and officers.

Target can more easily obtain the testimony of their own employees and officers

than non-employees. Also, the Court is unaware of any of Target’s witnesses who

are not employees or officers of Target. Accordingly, the Court rules that this factor

does not clearly outweigh Plaintiffs’ choice of forum.

F. Relative means of the parties.

As to this factor, the Court holds that the relative means of the parties does

not weigh in favor of Defendants. As stated in the convenience of parties factor,

transferring this case to Minnesota unduly burdens Plaintiffs by forcing them to

retain Minnesota counsel. Thus, the factor clearly weighs in favor of Plaintiffs.

G. The forum’s familiarity with the governing law.

Defendants did not address whether this Court or the District of Minnesota

would be more familiar with the governing law. (See Doc. 68). But, as Plaintiffs

point out, this factor is, at best, a draw given that this is a federal securities law

case. (See Doc. 83 at 25). Because of Defendants’ failure to adequately address this

factor and the lack of any strong argument, the Court finds this factor neutral.

H. Weight accorded to Plaintiffs’ choice of forum.

Defendants correctly point out that a plaintiffs’ “choice of forum is generally

given deference. . . .” (Doc. 68 at 23); see Trinity, 761 F. Supp. 2d. at 1330 (“The

plaintiff’s choice of forum is generally a factor heavily weighed in the plaintiff’s

favor.”). As stated, Congress intended that actions brought under the Exchange Act

be subject to strikingly broad and less restrictive venue provisions. Liles, 631 F.3d

at 1253–54. “[T]he intent of the venue and jurisdiction provisions of the securities

laws is to grant potential plaintiffs liberal choice in their selection of a forum.”

Vigman, 764 F.2d at 1317 (citation and internal quotations omitted). While a

transfer of venue under section 1404(a) is discretionary, a plaintiff’s choice of forum

should not be disturbed unless clearly outweighed by other considerations.

See Stewart, 487 U.S. at 29; Robinson, 74 F.3d at 260. As discussed above, none of

the “other considerations” or factors favor disturbing the Plaintiffs’ choice of forum.

Congress has clearly provided liberal choice regarding actions under the Exchange

Act. Accordingly, Plaintiffs chose to bring their claims in the Middle District of

Florida, and the Court will not disturb Plaintiffs’ choice unless Defendants have

shown that the factors weigh in favor of transfer, which they have not.

I. Trial efficiency and interests of justice.

Finally, Defendants argue that considerations of trial efficiency and the

interests of justice weigh in favor of transfer. (Doc. 68 at 25–27). Specifically,

Defendants argue that (1) Minnesota has a stronger interest in the litigation

because the acts giving rise to the claims and the witnesses are based in Minnesota

(id. at 25), (2) transfer to Minnesota would ease the hardship on the parties and

nonparties because all of the key witnesses are likely located in Minnesota (id. at

26); (3) a transfer to the District of Minnesota promotes judicial economy and

conserves resources (id.). The Court finds these arguments unpersuasive.

As for Defendants’ first and second arguments, the Court disagrees for the

reasons stated in the locus of operative facts section. Specifically, it is unclear how

many acts giving rise to the claims occurred in Minnesota and how many key

witnesses are based there. This is because many of Target’s directors live outside of

Minnesota (Doc. 52 at 17–19), and most of its corporate employees are required to

come into the office once per quarter, implying that many of them work remotely

(Doc. 83 at 17). Furthermore, as stated previously, Target’s 2020, 2021, 2022, and

2023 shareholder meetings did not occur in Minnesota. (Id. at 20 (citations

omitted)). Thus, the Court finds the first and second arguments unpersuasive.

As for Defendants third argument—that a transfer to Minnesota promotes

judicial economy and conserves resources—the Court is similarly unconvinced. In

support of this argument, Defendants state that (1) Target is being sued for

securities violations in Minnesota in a separate case, Perez v. Target Corp., 0:23-cv-

769 (D. Minn. Mar. 29, 2023) (“Perez”), and (2) Minnesota has a lighter caseload

than the Middle District of Florida. (Doc. 68 at 26–27). Defendants argue that

these two factors weigh in their favor. However, the Perez case was initiated for an

entirely independent reason from this case and did not mention Target’s LGBT

campaigns. Notably, the Perez case centers around Target’s inability to keep its

shelves fully stocked in the first half of 2021, allegedly leading to Target’s sales

declining. (Perez, Doc. 1 at 2). Lastly, both Defendants and Plaintiffs cite

competing statistics as to whether the Middle District of Florida has a heavier

caseload than Minnesota. (Compare Doc. 68 at 14 with Doc. 83 at 23). The Court

declines to resolve the statistical discrepancy. Indeed, courts tend to favor retention

where the statistics demonstrate no significant difference. Nat? Tr. Ins. Co., 223 F.

Supp. 3d at 1247. Accordingly, this aspect of the final factor sheds no meaningful

light on the appropriateness of a transfer.

After carefully considering these factors, the Court finds that Target has

failed to carry its burden in demonstrating that this Court should transfer this

securities litigation case to the District of Minnesota.

CONCLUSION

For the reasons stated above, the Court finds that Defendants’ motion to

transfer (Doc. 68) is DENIED. Plaintiffs’ motion to stay briefing on Defendants’

motion to transfer (Doc. 73) is DENIED as moot.

DONE and ORDERED in Fort Myers, Florida, on December 4, 2024

(i 7 a LF I LA os

JOHN L. BADALAMENTI

UNITED STATES DISTRICT JUDGE

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