Opinion

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

FORT MYERS DIVISION

IN RE: TARGET CORP.

SHAREHOLDER CLASS ACTION Case No. 2:25-cv-00135-KCD-DNF

LITIGATION

/

ORDER

This case belongs in Minnesota. The defendants are based there. The

underlying facts occurred there. And nearly all the witnesses are there. Yet

here we are in Florida. The Court now undoes that discrepancy. Defendant

Target Corporation and its Board Members (collectively, Target) move to

transfer this consolidated shareholder securities class action and its

companion derivative action to the District of Minnesota. (Doc. 50).1 Though

this Court denied Target’s earlier transfer motion, the facts on the ground

have since changed. For the reasons below, Target’s renewed motion is

GRANTED.

I. Background

Here are the relevant facts, which must be accepted as true at this

stage. Target is a Minneapolis-based nationwide retailer. (Doc. 49 ¶ 1.) The

company “has a long history of promoting various diversity, equity, and

1 Unless otherwise indicated, all internal quotation marks, citations, case history, and

alterations have been omitted in this and later citations.

inclusion (DEI) and environmental, social, and governance (ESG) causes.”

(Id. ¶ 2.) In 2023, Target commemorated Pride Month (the annual celebration

of the LGBTQIA+ community) by rolling out an “extensive and prominent”

campaign featuring “over 2,000 Pride Month-themed products.” (Id. ¶¶ 4, 7.)

Customers responded by boycotting Target, “leading [the company’s] stock to

experience its longest losing streak in 23 years.” (Id. ¶ 9.) Target ultimately

“lost approximately $25 billion in market capitalization during the second

half of 2023.” (Id. ¶ 13.)

Five individual shareholders then sued Target for various securities

law violations in Craig v. Target Corporation, et al., Case No. 2:23-cv-00599-

JLB-KCD. (Id. ¶ 16, 180.) Specifically, they alleged Target “did not oversee

or disclose [in its SEC filings] the obvious risks of [its] 2023 LGBT-Pride

Campaign and the ESG/DEI initiatives which it advanced.” (Craig, Doc. 52 ¶

3.) Target moved to transfer that case to the District of Minnesota, which this

Court denied. See Craig v. Target Corp., No. 2:23-CV-599-JLB-KCD, 2024 WL

4981026 (M.D. Fla. Dec. 4, 2024). Then things snowballed.

Two securities class actions and three shareholder derivative actions

were then filed against Target.2 All involved the same allegations and issues

2 See State Board of Administration of Florida v. Target Corporation et al., Case No. 2:25-

cv-00135-JLB-KCD; City of Riviera Beach Police Pension Fund v. Target Corporation, et al.,

Case No. 2:25-cv-85-JLB-KCD; McCollum v. Target, Case No. 2:25-cv-00021; Kaur v.

Cornell, Case No. 2:25-cv-00043; Murphy v. Cornell, Case No. 2:25-cv-00062.

underlying Craig. And all were brought here in the Middle District of Florida.

These cases, along with Craig, were later consolidated into two matters: In re

Target Corp. Securities Class Action Litigation, Case No. 2:25-cv-00135-KCD-

DNF (the Securities Class Action) and In re Target Corp. Shareholder

Derivative Litigation, 2:25-cv-00021-KCD-DNF (the Derivative Action). (Doc.

44; Doc. 51 at 6.) Target now moves to transfer both these cases to the

District of Minnesota under 28 U.S.C. § 1404(a).

II. Legal Standard

Section 1404(a) allows district courts to transfer “any civil action to any

other district or division where it might have been brought” for “the

convenience of parties and witnesses.” 28 U.S.C. § 1404(a). This provision

confers “broad discretion” to transfer cases “to a more convenient forum.”

Saint-Fleur v. Amazon.com Servs. LLC, No. 2:22-CV-833-SPC-KCD, 2023 WL

1929732, at *1 (M.D. Fla. Feb. 10, 2023); see also England v. ITT Thompson

Indus., Inc., 856 F.2d 1518, 1520 (11th Cir. 1988).

Absent the parties’ consent, district courts must use a two-step inquiry

when deciding whether transfer is appropriate. Nat’l Tr. Ins. Co. v.

Pennsylvania Nat’l Mut. Cas. Ins. Co., 223 F. Supp. 3d 1236, 1241 (M.D. Fla.

2016). First, courts must determine whether the case could have been filed in

the proposed transferee district. Id.; Riberio v. Krause, No. 8:24-CV-00659-

KKM-AEP, 2024 WL 2868498, at *1 (M.D. Fla. May 6, 2024). Then they must

determine whether transfer is proper by weighing several factors:

(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 v. Convergys Corp., 430 F.3d 1132, 1135 n.1 (11th Cir. 2005).

III. Discussion

Everyone agrees that these cases could have been brought in the

District of Minnesota. Remaining in dispute is how the § 1404(a) factors

shake out. As discussed below, the Court finds these factors support transfer.

For organizational purposes, the factors are sorted into two camps: those

favoring transfer and those remaining neutral.

a. Factors Favoring Transfer

i. Convenience of the Witnesses

“The convenience of witnesses is generally considered one of the most—

if not the most—important factors in a venue transfer analysis.” Fairstein v.

Netflix, Inc., No. 220CV00180JLBMRM, 2020 WL 5701767, at *7 (M.D. Fla.

Sept. 24, 2020); see also Combs v. Fla. Dep’t of Corr., 461 F. Supp. 3d 1203,

1208 (N.D. Fla. 2020); Osgood v. Disc. Auto Parts, LLC, 981 F. Supp. 2d 1259,

1264 (S.D. Fla. 2013). Target identifies four key non-party witnesses. (Doc. 51

at 10; Doc. 51-2 ¶ 51.) Each live in Minnesota and no longer work for Target.

(Doc. 51-2 ¶ 51; Doc. 79 at 2.) Plaintiffs, on the other hand, have no

witnesses—much less any living in Florida. So this factor weighs heavily for

transfer. See Kitzel v. Tunnell Gov’t Servs. Inc., No. 8:22-CV-2733-VMC-AAS,

2023 WL 2330669, at *6 (M.D. Fla. Mar. 2, 2023); Fairstein, 2020 WL

5701767, at *7; Watson v. Cmty. Educ. Centers, Inc., No. 2:10-CV-00778-

36SPC, 2011 WL 3516150, at *4 (M.D. Fla. Aug. 11, 2011) (“Because the key

witnesses work or reside in New Jersey, the convenience of the witnesses

supports a transfer to New Jersey.”)

ii. Locus of Operative Facts

“The location of operative facts underlying a claim is [also] a key factor

in determining a motion to transfer venue.” Nat’l Tr. Ins. Co., 223 F. Supp. 3d

at 1245; see also Yes Lighting, LLC v. PSG Energy Grp., LLC, No. 18-24365-

CIV, 2019 WL 13225114, at *3 (S.D. Fla. Sept. 19, 2019). “In determining the

locus of operative facts, the court must look at the site of events from which

the claim arises.” Gubarev v. Buzzfeed, Inc., 253 F. Supp. 3d 1149, 1165 (S.D.

Fla. 2017). “Misrepresentations and omissions are deemed to occur in the

district where they are transmitted or withheld, not where they are received.”

Passmore v. Vertex Energy, Inc., No. 1:23-CV-128-TFM-N, 2024 WL 266531,

at *6 (S.D. Ala. Jan. 24, 2024); see also S.E.C. v. BIH Corp., No. 2:10-CV-577-

FTM-29, 2011 WL 3862530, at *3 (M.D. Fla. Aug. 31, 2011) (“[T]he SEC

alleges that defendants disseminated the allegedly false press releases from

Fort Myers. Assuming the truth of this allegation, the Court finds that the

misconduct occurred in Fort Myers.”); Lazaro Fernandez, DDS, P.A. v. 3M

Co., No. 16-21490-CIV, 2016 WL 11787457, at *3 (S.D. Fla. Aug. 26, 2016).

All the events underlying these cases occurred in Minnesota.

Remember, Plaintiffs’ claims center on Target’s SEC filings and risk

oversight. (Doc. 49 ¶¶ 85-119; In re Target Corp. Securities Litigation, Doc. 1

¶¶ 3, 23.). Target’s risk oversight was performed by teams that met in

Minnesota. (Doc. 51-2 ¶¶ 28, 29, 31-33, 35, 37-40.) Its SEC filings were

similarly reviewed and drafted in Minnesota. (Id. ¶¶ 41-43.) And Target’s

Board later approved those filings via meetings held at its Minnesota

headquarters. (Id. ¶ 45.) So the locus of operative facts underlying Plaintiffs’

claims is unquestionably Minnesota. See Lazaro Fernandez, DDS, P.A., 2016

WL 11787457, at *3; Huntley v. Chicago Bd. of Options Exch., 132 F. Supp.

3d 1370, 1374 (N.D. Ga. 2015); Elec. Workers Pension Fund, Loc. 103,

I.B.E.W. v. Nuvelo, Inc., No. 07 CIV. 1229 (HB), 2007 WL 2068107, at *5

(S.D.N.Y. July 20, 2007).

iii. Forum’s Familiarity with Governing Law

The Derivative Action alleges demand futility and that Target breached

its fiduciary duties. Both claims turn on Minnesota law. See Freedman v.

magicJack Vocaltec Ltd., 963 F.3d 1125, 1133 (11th Cir. 2020) (“[T]he law of

the state or place where a company is incorporated establishes the

requirements that a shareholder must meet before bringing either a direct or

derivative claim against a corporation.”). A judge sitting in Minnesota

“indisputably enjoys an advantage over the Middle District of Florida in

deciding a claim based on” Minnesota law. Delorenzo v. HP Enter. Servs.,

LLC, 79 F. Supp. 3d 1277, 1281 (M.D. Fla. 2015). So this factor also favors

transfer. Id.; Fike v. JetBlue Airways Corp., No. 2:13-CV-706-FTM-38, 2014

WL 582877, at *3 (M.D. Fla. Feb. 13, 2014); Cf. Nat’l Tr. Ins. Co., 223 F.

Supp. 3d at 1245.

v. Trial Efficiency and the Interests of Justice

Finally, transfer furthers efficiency. As mentioned, Minnesota is the

epicenter for all matters related to these cases. Some of their issues turn on

Minnesota law. And another shareholder case involving the same underlying

facts is now pending in the District of Minnesota. See Ranacis v. Cornell, et

al., No. 0:25-cv-02743-NEB-SGE (D. Minn.). It thus makes sense for these

cases to be up there too. See Greely v. Lazer Spot, Inc., No. CV 411-096, 2012

WL 170154, at *3 (S.D. Ga. Jan. 19, 2012) (“[A]llowing this action to remain

pending in this Court, while the Mainor case proceeds in the Northern

District of Georgia, would waste time, energy, and money.”); Len Tran, Inc. v.

Cal-Sungold, Inc., No. 808-CV-14-T-23MAP, 2008 WL 2025287, at *4 (M.D.

Fla. May 9, 2008) (“Trial efficiency and justice commend transfer because the

dispute arose between two California corporations, most of the operative facts

occurred in California, most of the witnesses and evidence reside in

California, and California law governs interpretation of the contract.”).

Still, Plaintiffs see things differently. They primarily contend that

Florida has a significant interest in adjudicating its residents’ securities

fraud claims. They also stress that the Securities Class Action’s presumptive

lead plaintiff is Florida-based. While all of this may be true, most of the class

is not in Florida. (Doc. 74 ¶ 5.) And the Derivative Action’s lead plaintiff—

Target—is headquartered in Minnesota. All things considered, the cases’

Florida ties are really inconsequential. See Huntley, 132 F. Supp. 3d at 1374;

Gould v. Nat’l Life Ins. Co., 990 F. Supp. 1354, 1359 (M.D. Ala. 1998);

Georgouses v. NaTec Res., Inc., 963 F. Supp. 728, 731 (N.D. Ill. 1997)

(transferring class action from Chicago to Houston after noting that “while a

large number of class members allegedly reside in Illinois, there is nothing in

the record that shows the remaining class members are not more

conveniently located to the court in Houston than Chicago”).

Next, Plaintiffs argue that Target’s transfer motion is untimely and

should be stricken, or the delay should be weighed against transfer. Again,

the Court disagrees. To be sure, defendants should act with “reasonable

promptness” when seeking transfer. See Williams v. Unum Life Ins. Co. of

Am., No. 24-CV-24113-RAR, 2025 WL 1591213, at *3 (S.D. Fla. June 5, 2025);

Jackson v. Athena Bitcoin, Inc., No. 4:24CV331-MW/MJF, 2025 WL 2816769,

at *3 (N.D. Fla. Sept. 11, 2025); Willis v. Okeechobee Cnty., No. 11-23765-CIV,

2012 WL 12845648, at *2 (S.D. Fla. Aug. 16, 2012). Whether a defendant has

done so is case-specific and “depends on the circumstances of the case,

including how far litigation has progressed and how long it was possible for

the moving party to seek transfer before doing so.” Williams, 2025 WL

1591213, at *3; see also Jackson, 2025 WL 2816769, at *2; Clinton v. Sec.

Benefit Life Ins. Co., No. 19-24803-CIV, 2020 WL 6120565, at *3 (S.D. Fla.

June 29, 2020).

Target brought this motion within a month of the consolidation, which

changed the calculus underlying transfer. (Docs. 48, 51; In re Target Corp.

Securities Class Action Litigation, Doc. 44, 50.) Scheduling orders have not

been entered, and discovery has not opened. So Target’s transfer motion is

not unduly delayed. Cf. Damian v. Meftah, No. 19-25273-CIV, 2021 WL

8775762, at *5 (S.D. Fla. Dec. 28, 2021). Nor would granting it be inefficient.

See Ward v. Figure Lending, LLC, No. 123CV00516MLBRDC, 2023 WL

6194046, at *7 (N.D. Ga. June 21, 2023) (finding the interests of justice

supported transfer where discovery hadn’t commenced and other motions

pending before the court); Delorenzo, 79 F. Supp. 3d at 1285; Starr Indem. &

Liab. Co. v. Brightstar Corp., 324 F. Supp. 3d 421, 441 (S.D.N.Y. 2018)

(“When a case is in its earliest stages, it is generally not inefficient to transfer

the case. However, courts generally find that the farther along a case is in the

litigation process, the less efficient a transfer would be.”). This factor,

therefore, supports transfer.

b. Neutral Factors

The parties rightly agree that the location of relevant documents and

the relative means of the parties are neutral. The Court addresses the

remaining factors in turn.

i. Convenience of Parties

The convenience of parties is “practically irrelevant” to the court’s

transfer decision. Arnold v. Target Contractors LLC, No. 5:24-CV-276-ACC-

PRL, 2025 WL 1203104, at *3 (M.D. Fla. Feb. 27, 2025). “In a class action[,]

plaintiffs will reside all over the country, and any two given states will likely

be of equal convenience as a forum.” Abreu v. Pfizer, Inc., No. 21-62122-CIV,

2022 WL 2355541, at *19 (S.D. Fla. June 22, 2022). And “[t]he Court places

little weight on the domicile of corporate defendants and their place of

incorporation.” D3D Techs., Inc. v. Microsoft Corp., No. 6:20-CV-1699-ORL-

31DCI, 2021 WL 2194598, at *4 (M.D. Fla. Feb. 4, 2021). This factor

accordingly cuts neither way. Id.; Grail Semiconductor, Inc. v. Stern, No. 12-

60976-CIV, 2013 WL 2243961, at *3 (S.D. Fla. May 21, 2013).

ii. Availability of Process to Compel the Attendance of Unwilling

Witnesses

Target stresses that four of its key non-party witnesses have retired

and still live in Minnesota. This means neither Target nor this Court could

compel their appearance for trial. See Flickinger v. Love’s Travel Stops &

Country Stores, Inc., No. 8:20-CV-2212-T-33CPT, 2020 WL 6134220, at *3

(M.D. Fla. Oct. 18, 2020); Cf. Mason v. Smithkline Beecham Clinical Labs.,

146 F. Supp.2d 1355, 1361 (S.D. Fla. 2001) (“[T]ransfer may be denied when

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

their presence can be obtained by that party.”). Yet Target hasn’t “suggested

that these witnesses would be unwilling to appear of their own accord.”

Trafalgar Cap. Specialized Inv. Fund (In Liquidation) v. Hartman, 878 F.

Supp. 2d 1274, 1287 (S.D. Fla. 2012). This factor is therefore neutral. See id.;

Flickinger, 2020 WL 6134220, at *3 (“This factor is relevant only if a party

demonstrates, as a threshold matter, that a particular witness would

otherwise be unwilling to testify at trial.”); Trinity Christian Ctr. of Santa

Ana, Inc. v. New Frontier Media, Inc., 761 F. Supp. 2d 1322, 1329 (M.D. Fla.

2010).

iii. Weight Accorded to Plaintiffs’ Choice of Forum

Normally, a plaintiff’s chosen forum “weighs most heavily against

transfer” and “is given considerable deference.” Smith v. Costco Wholesale

Corp., No. 8:21-CV-2472-VMC-JSS, 2021 WL 5114494, at *2 (M.D. Fla. Nov.

3, 2021); see also Robinson v. Giarmarco & Bill, P.C., 74 F.3d 253, 260 (11th

Cir. 1996) (“The plaintiff’s choice of forum should not be disturbed unless it is

clearly outweighed by other considerations.”). But that deference disappears

where, as here, plaintiffs bring a class or derivative action or where the

action’s underlying facts occurred outside the forum. See Koster v. (Am.)

Lumbermens Mut. Cas. Co., 330 U.S. 518, 525 (1947); Smith, 2021 WL

5114494, at *2; Credit Bureau Servs., Inc. v. Experian Info. Sols., Inc., No. 12-

61360-CIV, 2012 WL 6102068, at *23 (S.D. Fla. Dec. 7, 2012). So the Court

gives little deference to Plaintiffs’ choice of forum here. See Smith, 2021 WL

5114494, at *2; Clinton, 2020 WL 6120565, at *9; Ingram v. Fam. Dollar

Stores of Alabama, Inc., No. CV-06-BE-1507-S, 2006 WL 7132701, at *2 (N.D.

Ala. Sept. 29, 2006).

IV. Conclusion

In sum, the Court finds that the § 1404(a) factors weigh in favor of

transfer. Accordingly, Target’s Omnibus Motion to Transfer (Doc. 50) is

GRANTED. The Clerk is DIRECTED to TRANSFER this case to the

United States District Court for the District of Minnesota, Minneapolis

Division and CLOSE the Fort Myers file.

ORDERED in Fort Myers, Florida on November 14, 2025.

Kyle C. Dudek

United States District Judge

13