Opposition Brief — Société Générale De Banque Au Liban, S.A.L., Petitioner v. Ester Lelchook, Individually and as Personal Representative of the Estate of David Martin Lelchook, et al.

Supreme Court briefMar 23, 2026

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No. 25-983

IN THE

Supreme Court of the United States

SOCIETE GENERALE DE BANQUE AU LIBAN S.A.L.,

Petitioner,

ESTER LELCHOOK, et al.,

Respondents.

On Petition for a Writ of Certiorari

to the United States Court of Appeals

for the Second Circuit

BRIEF FOR RESPONDENTS IN OPPOSITION

Robert J. Tolchin

THE BERKMAN LAW

OFFICE, LLC

829 East 15th Street, Box 7

Brooklyn, New York 11230

(718) 855-3627

rtolchin@berkmanlaw.com

Michael Radine

Counsel of Record

Gary M. Osen

Ari Ungar

Dina Gielchinsky

OSEN LLC

190 Moore Street

Suite 272

Hackensack, NJ 07601

(201) 265-6400

mradine@osenlaw.com

Counsel for Respondents

QUESTION PRESENTED

Whether a successor may inherit a predecessor’s jurisdictional status when the former acquires all the latter’s assets and liabilities, including liability for claims

and potential claims for which the successor knows New

York-based courts have personal jurisdiction over the

predecessor.

TABLE OF CONTENTS

Page

QUESTION PRESENTED............................................. i

TABLE OF AUTHORITIES ......................................... iii

INTRODUCTION .......................................................... 1

STATEMENT ................................................................ 4

Respondents’ Suit Against LCB....................... 4

II.

Proceedings Below ............................................ 7

REASONS FOR DENYING THE PETITION ............ 12

II.

All Circuits, Including the Second Circuit,

Agree that Liability and Jurisdiction Are

Distinct Concepts. .......................................... 12

The Second Circuit Was Clear that the

Acquisition of Liabilities Does Not Itself

Establish Jurisdiction. ............................... 13

The Second Circuit’s Due Process Analysis

Was Premised on Specific Factual Findings

Petitioner Ignores....................................... 15

Every Circuit Court to Have Considered the

Issue Has Found that Successors May Inherit

Their Predecessors’ Jurisdictional Status in

Certain Circumstances. .................................. 16

III. The Decision Below Does Not Conflict with

Any Precedents from This Court. .................. 22

CONCLUSION ............................................................ 24

iii

TABLE OF AUTHORITIES

Page(s)

Cases

Asahi Metal Indus. Co. v. Superior Ct. of Cal.,

480 U.S. 102 (1987).................................................. 23

AT&T v. Compagnie Bruxelles Lambert,

94 F.3d 586 (9th Cir. 1996) ..................................... 21

Boim v. Holy Land Found. for Relief & Dev.,

549 F.3d 685 (7th Cir. 2008) ................................... 10

Burger King Corp. v. Rudzewicz,

471 U.S. 462 (1985)................................................ 3, 9

Calder v. Jones,

465 U.S. 783 (1984).................................................. 15

Carty v. Beech Aircraft Corp.,

679 F.2d 1051 (3d Cir. 1982) ................................... 18

Cent. States, Se. & Sw. Areas Pension Fund v. Reimer

Express World Corp.,

230 F.3d 934 (7th Cir. 2000) ................................... 21

City & Cnty. of S.F. v. Purdue Pharma L.P.,

491 F. Supp. 3d 610 (N.D. Cal. 2020) ..................... 21

City of Monroe Emples. Ret. Sys. v. Bridgestone Corp.,

399 F.3d 651 (6th Cir. 2005) ................................... 20

Daimler AG v. Bauman,

571 U.S. 117 (2014).................................................. 23

Davis v. Metro Prods., Inc.,

885 F.2d 515 (9th Cir. 1989) ................................... 14

Duris v. Erato Shipping, Inc.,

684 F.2d 352 (6th Cir. 1982) ............................. 20, 21

Freudensprung v. Offshore Tech. Servs.,

379 F.3d 327 (5th Cir. 2004) ................................... 20

GCIU-Emp. Ret. Fund v. Goldfarb Corp.,

565 F.3d 1018 (7th Cir. 2009).................................. 21

Halliburton Energy Servs. v. Ironshore Specialty Ins.

Co.,

921 F.3d 522 (5th Cir. 2019) ............................. 19, 20

Hawkins v. i-TV Digitális Távközlési zrt.,

935 F.3d 211 (4th Cir. 2019) ................................... 13

In re Nazi Era Cases Against German Defendants

Litigation,

153 F. App’x 819 (3d Cir. 2005) ............................... 18

Jeffrey v. Rapid Am. Corp.,

448 Mich. 178 (1995) ......................................... 13, 14

Licci v. Lebanese Canadian Bank,

732 F.3d 161 (2d Cir. 2013) ....................................... 7

Licci v. Lebanese Canadian Bank, SAL,

No. 16-778, 584 U.S. 959 (Feb. 17, 2017) .................. 6

Minn. Min. & Mfg. Co. v. Eco Chem, Inc.,

757 F.2d 1256 (Fed. Cir. 1985) ................................ 17

Nimmer v. Giga Entm’t Media, Inc.,

905 N.W.2d 523 (2018) ............................................ 22

Pallas Shipping Agency v. Duris,

461 U.S. 529 (1983).................................................. 21

Patin v. Thoroughbred Power Boats,

294 F.3d 640 (5th Cir. 2002) ..................14, 18, 19, 23

Perry Drug Stores v. Csk Auto Corp.,

93 F. App’x 677 (6th Cir. 2003) ......................... 13, 20

Purdue Research Found. v. Sanofi-Synthelabo, S.A.,

338 F.3d 773 (7th Cir. 2003) ............................. 18, 21

Rodríguez-Miranda v. Benin,

829 F.3d 29 (1st Cir. 2016) ...................................... 17

Rush v. Savchuk,

444 U.S. 320 (1980).................................................. 23

SEC v. Gastauer,

93 F.4th 1 (1st Cir. 2024) ........................................ 17

Smith v. Halliburton Co.,

879 P.2d 1198 (N.M. Ct. App. 1994) ....................... 22

Tex. Int’l Magnetics, Inc. v. BASF AG,

31 F. App’x 738 (2d Cir. 2002) ................................. 13

Walden v. Fiore,

571 U.S. 277 (2014)............................................ 22, 23

Witt v. Scully,

539 F.2d 950 (3d Cir. 1976) ..................................... 18

Treatises

James D. Cox & Thomas Lee Hazen, 4 Treatise on the

Law of Corporations § 22:8 ...................................... 11

Robert C. Casad et al., 2 Jurisdiction in Civil Actions

§ 7.03 (2022) ............................................................. 14

INTRODUCTION

In 2011, the United States designated Lebanese

Canadian Bank (“LCB”) as a “primary money laundering concern” for its extensive support for Hezbollah’s

terror, narcotics, and blood diamond operations, much

of which the bank conducted through its New York correspondent accounts. Consequently, LCB faced collapse, and within months, Petitioner Société Générale

de Banque au Liban SAL (“SGBL”) scooped up LCB’s

business. Petitioner acquired all of LCB’s assets and

liabilities, including its liabilities to Respondents—

American victims of Hezbollah terrorist attacks who

had sued LCB two years earlier under the Anti-Terrorism Act (“ATA”) in New York. But Petitioner had

no intention of answering for those liabilities; instead,

it pocketed LCB’s assets and told Respondents to

“catch me if you can,” as the New York Court of Appeals put it. Pet.App.55a.

Respondents then brought their ATA claims

against SGBL in federal district court in New York.

The district court granted SGBL’s motion to dismiss

for lack of personal jurisdiction, and Respondents appealed to the Second Circuit. On appeal, Petitioner

conceded that due process permits a corporate successor to inherit its predecessor’s jurisdictional status following certain forms of acquisition—statutory merger,

de facto merger, and mere continuation. Pet.App.39a.

Respondents agreed, but explained that inheritance of

a predecessor’s jurisdictional contacts can also occur

where the successor expressly acquires “all assets and

liabilities” of the predecessor, even if not formally

merging with it. Pet.App.40a. The Second Circuit certified the question of whether that scenario could support successor jurisdiction under New York law to New

York’s high court. Pet.App.98a.

In response, the New York Court of Appeals held

that, in such circumstances, a corporate successor may

inherit its predecessor’s jurisdictional status under

New York law. It further explained that “successor jurisdiction” is backed by the “great weight” of authority

nationwide, Pet.App.54a, and “accords with nearly all

decisions of other state appellate courts and federal

circuit courts that have considered the issue.”

Pet.App.56a n.3. When the case returned to the Second Circuit, that court further observed that courts

considering whether there is successor jurisdiction “in

similar circumstances . . . have held that [there] is.”

Pet.App.25a. In fact, Petitioner could “not point to a

single federal appellate or state high court decision issued before 2011 or since that rejects this successorjurisdiction analysis.” Pet.App.30a.

Nevertheless, Petitioner argues that the decision

“deepens a widespread and intractable conflict among

the lower courts” that the courts below somehow

missed. Pet.10. Petitioner contends that some courts

“hold that successors inherit jurisdictional contacts,”

while others reject a “liability-based jurisdiction theory.” Pet.10, 12 (formatting altered). But there is no

such conflict: Every circuit court that has considered

successor jurisdiction has recognized it, and every circuit court accepts that liability and jurisdiction are

distinct concepts. Indeed, the opinion below starts

from the premise that liability and jurisdiction are

“distinct legal concepts,” Pet.App.23a, and the Second

Circuit performed a separate and exhaustive due process analysis premised on Petitioner’s minimum contacts, expectations, and burdens. Pet.App.24a-42a.

Far from “automatic[ally]” relying on the finding of

successor liability as Petitioner suggests, Pet.4, the

court carefully examined the facts before it. “Key to

[its] reasoning” were findings that “SGBL reached out

to acquire the fruits of LCB’s business transactions in

New York, purposefully availing itself of the forum,”

and that it was “foreseeable that [SGBL’s] acquisition

would render it subject to the exercise of specific personal jurisdiction in New York,” given LCB’s money

laundering designation and the ongoing Licci litigation. Pet.App.3a-4a, 24a, 29a.

Moreover, the Second Circuit found that Petitioner’s acquisition of LCB did “resemble[] a merger in

key respects.” Pet.App.40a. SGBL’s acquisition of LCB

was “pregnant with the same possibility for abuse” inherent in mergers, Pet.App.95a-96a, as it left LCB “defunct, insolvent, and unable to pay any judgment rendered against it” and “SGBL has not even tried to

demonstrate that Plaintiffs would be able to seek,

never mind obtain, the relief they request in Lebanon,”

where SGBL is based. Pet.App.36a-37a. Petitioner’s

urged rule would thus not “further the goal of ‘substantial justice.’” Pet.App.41a (quoting Burger King

Corp. v. Rudzewicz, 471 U.S. 462, 476 (1985)). The

court concluded that “specific jurisdiction over SGBL

in these circumstances comports with due process because it does not offend traditional notions of fair play

and substantial justice.” Pet.App.4a (emphasis added).

In arguing that the decision below is entirely “liability-based,” Pet.10, Petitioner simply ignores this

fact-intensive analysis. For example, Petitioner claims

it “had no notice it might be haled into the courts of

New York,” Pet.7, it only acquired LCB’s “assets and

liabilities in Lebanon,” not New York, Pet.22, and LCB

remains a functional “going concern,” Pet.7. But the

decision below found otherwise and ignoring the specific circumstances that informed the court’s analysis

cannot create a split where there is none.

This Court should deny certiorari.

STATEMENT

Respondents’ Suit Against LCB

Respondents are U.S. citizens who were harmed in

Hezbollah rocket attacks carried out in Israel in 2006,

and the estate and family members of a U.S. citizen

who was killed in such an attack. By 2009, Respondents and other victims of Hezbollah’s rocket attacks

had brought claims against LCB under the ATA in the

Southern District of New York. See First Am. Compl.

Licci, et al. v. Am. Express Bank Ltd., et al., No. 08-cv7253 (GBD), ECF No. 23 (S.D.N.Y. Jan. 22, 2009).

Respondents alleged that LCB provided extensive

illegal banking services to Hezbollah in the years leading up to the 2006 attacks. Pet.App.7a. As the U.S.

government found, LCB was one of Hezbollah’s primary bankers, and “knowingly” assisted Hezbollah

schemes involving, “among other things, African diamond smuggling, money laundering, and narcotics

trafficking.” A237-38.1 For example, LCB “helped

launder up to $200 million a month” for Hezbollah’s

drug smuggling operations. A297. See also A232-33,

A289. And LCB had previously dismissed a U.N. Security Council report on a customer’s role in the plundering of the natural resources of the Democratic Republic of the Congo “‘as part of the propaganda and

war launched by the Jewish state against Lebanon,’

and authorized an increase in credit limits for” that

customer. A241 (emphasis added). Respondents also

alleged that LCB operated correspondent banking accounts in New York to facilitate transactions in U.S.

dollars for its Hezbollah-affiliated customers. See

1 Citations to “A__” are to the joint appendix in the court of

appeals.

Pet.App.7a. Using those New York accounts, LCB executed millions of dollars’ worth of wire transfers for

Hezbollah that enabled it to carry out terrorist attacks. See A32.

As a result of this conduct, the Treasury Department designated LCB “a financial institution of primary money laundering concern” in February 2011.

A215-16. Just a few months after the designation, with

LCB facing collapse, the Central Bank of Lebanon

worked with the United States to arrange SGBL’s acquisition of LCB in what was effectively a merger—as

the governor of Lebanon’s Central Bank told local media, “the decision to merge had come at the request of

the U.S. Treasury as a way to restore confidence in the

bank.” A298.

Accordingly, SGBL entered into a “sweeping ‘Sale

and Purchase’ agreement with LCB.” Pet.App.8a. In

exchange for a $580 million payment to LCB,2 Petitioner assumed “all of [LCB’s] Assets and Liabilities.”

A52, A61, A140. The Agreement defined these liabilities “without qualification,” Pet.App.23a:

The Assumed Liabilities consist inter alia of any

and all of [LCB’s] liabilities and/or obligations

and/or debts of any kind, character or

2 Petitioner has changed its story as to what happened to that

payment. It told the Second Circuit that Respondents should

have attached the $580 million when it was “available in the forum to any plaintiff holding claims against LCB,” Lelchook, ECF

No. 89 at 4-5, which the court noted, Pet.App.18a—but once that

fact suggested Petitioner removed assets from the forum, it told

a district court in a parallel action that “[t]here have never been

any assets in New York to satisfy any judgment against LCB,”

and that “SGBL’s $580 million payment” never “touched New

York.” Bartlett v. SGBL, No. 19-cv-7 (CBA) (TAM), SGBL Opp. to

Pls. Mot. for Reconsideration, ECF No. 492 at 8. See also Pet.22.

description, absolute or contingent, accrued or

unaccrued, disputed or undisputed, liquidated

or unliquidated, secured or unsecured, joint or

several, due or to become due, vested or unvested, determined, determinable or otherwise,

to the extent they relate to [LCB’s] Business, all

as at the Completion Date.

A61, ¶ 2.3.

As in a merger, SGBL acquired LCB’s total business, leaving LCB an empty shell. SGBL absorbed

LCB’s reported $6 billion in assets, A64, raising

SGBL’s assets to $11 billion, A295. It announced

LCB’s branches would be rebranded “under SGBL’s

signage and will therefore display the brand’s colors

and corporate identity,” ibid., and SGBL “pledged to

keep all LCB employees.” A298. LCB, for its part,

“ceased its banking activities” and entered “liquidation.” A140. As it represented to this Court, LCB was

rendered “defunct, insolvent, and unable to pay any

judgment rendered against it.” Pet.App.9a (quoting

Brief in Opposition to Petition for Writ of Certiorari at

4, Licci v. Lebanese Canadian Bank, SAL, No. 16-778,

584 U.S. 959, at *4 (Feb. 17, 2017)). See also A54.

Soon thereafter, the United States filed a forfeiture

action against LCB in the Southern District of New

York. See A211-286. Petitioner, although not named

in the case, filed a “sworn claim asserting interest in

seized property” in that New York action. See A132137. SGBL, LCB’s liquidator, and the United States

ultimately entered into a settlement agreement

relating to those funds, which was entered as an order

by the district judge. See A138-155.3

In 2013, the Second Circuit held that LCB was subject to personal jurisdiction in New York as to Respondents’ claims in Licci. The court explained that

“LCB deliberately chose to process the many [Hezbollah-related] wire transfers through AmEx in New

York” and that those transfers “numbered in the dozens and totaled several million dollars.” Licci v. Lebanese Canadian Bank, 732 F.3d 161, 171 (2d Cir. 2013).

The court specifically noted the possibility that “cost

savings or other conveniences associated with [LCB’s

choice to use] the AmEx account in New York enabled

LCB to retain Shahid [a major Hezbollah front] as a

customer,” ibid.—a benefit SGBL would later “deliberately” acquire from LCB. Pet.App.3a, 5a.

II.

Proceedings Below

Faced with a “defunct, insolvent” defendant, Respondents brought this case against Petitioner in

2019, also under the ATA. The district court held that

New York law limited successor jurisdiction to cases of

merger, Pet.App.104a, and dismissed the case for lack

of personal jurisdiction.

On appeal, the Second Circuit found that decision

unsupported. Petitioner had effectively agreed that

successor jurisdiction applied as to all but one of the

bases for successor liability—the express assumption

of liabilities, which occurred here. Pet.App.70a. The

court worried that adopting Petitioner’s urged limitation could “allow LCB effectively to decouple its assets

from its enforceable liabilities, for value, and SGBL to

3 Petitioner points out the United States “disclaimed” succes-

sor liability claims against Petitioner as part of that settlement

agreement, Pet.23, but Respondents were not parties to it.

acquire ‘all assets and liabilities’ but escape jurisdiction for claims asserting LCB’s liabilities,” which was

“anomalous” and raised the “possibility for abuse.”

Pet.App.95a-96a. The court sought to understand how

New York law would treat the relatively rare situation

“where the two entities do not formally merge, but the

one acquires the other’s assets and, expressly, all of its

liabilities,” and certified the question to the New York

high court. Pet.App.83a (emphasis in original).

The New York Court of Appeals engaged in a factheavy analysis. It reviewed a range of “[r]elevant factors” to successor jurisdiction and found: (1) a sophisticated party like SGBL would “presumably negotiate

a purchase price that is discounted by” potential liabilities; (2) the “history of this case” showed that SGBL

was on notice “of LCB’s potential exposure in New

York in connection with the terrorist attacks” at issue,

given the “materially identical” Licci suit (which was

still pending before the Second Circuit in 2011, and

then restored) and LCB’s February 2011 designation;

and (3) the “terms of the deal,” which left LCB insolvent but provided SGBL benefits LCB had extracted

from New York. Pet.App.53a-66a. The court concluded

that where a predecessor’s wrongdoing “subject[ed] it

to jurisdiction in New York,” and the predecessor

“then agreed to an acquisition of all of its assets and

liabilities by a successor, who in turn reaps the benefits of the predecessor’s business in New York while

evading jurisdiction here,” the successor “inherits the

acquired entity’s status for purposes of specific personal jurisdiction.” Pet.App.55a-56a.

The case returned to the Second Circuit. With the

statutory element of personal jurisdiction resolved,

the court turned to whether “exercising specific personal jurisdiction over SGBL on Plaintiffs’ claims here

would comport with due process.” Pet.App.14a. The

court explained that it must find that (1) “a corporate

defendant’s [i.e., SGBL’s] in-state acts reflect its ‘purposeful availment’ of opportunities within the State,”

from which the asserted claims arose, (2) the defendant’s in-state acts “make it reasonably foreseeable that

it would be subject to suit in courts sitting in that

State,” and (3) the exercise of jurisdiction is “reasonable,” meaning “consistent with ‘traditional notions of

fair play and substantial justice.’” Pet.App.20a-21a

(internal citation omitted).

The court found these elements met as to Petitioner specifically, given certain “[k]ey” factual findings. Pet.App.5a-6a. First, the court found that SGBL

purposefully availed itself of the forum: “Under the

Agreement, SGBL obtained the fruits of all of LCB’s

business, including its transactions in New York.”

Pet.App.25a (emphasis in original). As Petitioner understood, because these transactions (from which Respondents’ claims arose) were processed in New York,

they “conferred ‘financial and other benefits’ that allowed LCB to retain those customers who sought the

alleged monetary transfers.” Ibid. (internal citation

omitted). Petitioner acquired those benefits “purposefully”: “Entering into the Agreement represented

SGBL’s choice to obtain LCB’s assets and to answer

for LCB’s activities,” and “that choice properly forms

the basis for a court to impute LCB’s contacts to

SGBL.” Pet.App.26a (citing Burger King, 471 U.S. at

479-80).

Second, the court found that SGBL “had fair warning that LCB’s contacts in New York might subject it

to suit there for ATA claims related to LCB’s alleged

support for and facilitation of H[e]zbollah’s terrorist

acts” given LCB’s designation and the then-pending

Licci litigation. Pet.App.31a-32a. The court rejected

Petitioner’s challenges to foreseeability premised on

the fact that its acquisition of LCB predated the filing

of this suit, the 2016 amendment to the ATA, and the

New York Court of Appeals’ successor jurisdiction decision, ibid.—challenges Petitioner repeats here as if

the court had not already addressed them below and

incorporated its conclusions into its jurisdictional

analysis.

The court explained that the differences between

the original and later lawsuits were sufficiently minor

that Lelchook is “materially identical” to Licci for jurisdictional purposes. Pet.App.17a. The ATA’s 2016

amendment (made as part of the Justice Against Sponsors of Terrorism Act, or “JASTA”) did not meaningfully change the statute in an unforeseeable way. See

Pet.App.32a-33a.4 Petitioner could thus still “reasonably anticipate being subjected to ATA-related liability

in New York based on LCB’s alleged in-forum conduct

and affiliation with H[e]zbollah.” Pet.App.33a (emphasis added). And although the New York Court of Appeals had not previously ruled on successor jurisdiction, the doctrine was backed by the “‘great weight’ of

authority” nationally by 2011, and Petitioner had

found no federal circuit or state high court that “reject[ed]” it before or after 2011. Pet.App.30a. As the

court explained, “[c]ertainty of result is not necessary

to establish the reasonable foreseeability that due process requires to support specific personal jurisdiction,”

4 JASTA (an explicitly retroactive statute) added secondary

liability language to the ATA, but that simply made explicit what

was true in the 1992 Act: that “[p]rimary liability in the form of

material support to terrorism has the character of secondary liability,” and thus “Congress has expressly imposed liability on a

class of aiders and abettors.” Boim v. Holy Land Found. for Relief

& Dev., 549 F.3d 685, 691-92 (7th Cir. 2008) (en banc).

“only ‘fair warning’ that it may be subject to the state’s

authority.” Ibid. (internal citation omitted).

Third, the court found that jurisdiction over Petitioner would “not offend traditional notions of fair play

and substantial justice.” Pet.App.42a. The court observed that (1) Petitioner’s burden in litigating in New

York “is a manageable one” and not “even undue”; (2)

New York had an “exceptionally strong interest” in

“monitoring banks” to prevent “support of terrorism”;

(3) Respondents would have no real recourse against

LCB in New York or SGBL in Lebanon; (4) comity concerns are limited for “specific personal jurisdiction on

claims that are among voluntarily acquired liabilities”; and (5) from a policy perspective, “allowing specific personal jurisdiction in this setting helps to prevent abuse of the corporate form by wrongdoers and

helps maintain legitimate avenues of recourse for

plaintiffs.” Pet.App.34a-42a.

Finally, the court noted that Petitioner’s urged rule

limiting successor jurisdiction to mergers and alter

egos “would require the Court to close its eyes to the

reality of the relationship between these two banks.”

Pet.App.39a. As the court observed, “SGBL’s acquisition resembles a merger in key respects,” because in

mergers “the merged entity ‘is subject to all the liabilities of the acquired companies.’” Pet.App.40a

(subquoting James D. Cox & Thomas Lee Hazen, 4

Treatise on the Law of Corporations § 22:8). The court

thus “reject[ed] any formal distinction between cases

involving statutory and de facto mergers, or corporate

alter egos and reorganizations, on the one hand, and

cases involving the wholesale assumption of assets

and liabilities in a way that would needlessly redound

to the benefit of wrongdoers, on the other.”

Pet.App.41a.

Petitioner petitioned for rehearing en banc, which

the Second Circuit unanimously denied. See

Pet.App.109a. Petitioner then moved to stay the mandate, which the Second Circuit also denied.

Pet.App.110a-111a.

REASONS FOR DENYING THE PETITION

Petitioner’s claim that the circuits are divided as to

the jurisdictional implications of successor liability is

incorrect. The Second Circuit’s application of successor

jurisdiction below was not impermissibly “liabilitybased,” as Petitioner contends. Pet.12. Instead, the

court’s conclusion was premised on numerous defendant-focused factual findings that Petitioner simply ignores. And, contrary to Petitioner’s arguments, all circuits to have addressed successor jurisdiction have

acknowledged its soundness. Thus, just as below, Petitioner “does not point to a single federal appellate or

state high court decision issued before 2011 or since

that rejects this successor-jurisdiction analysis.”

Pet.App.30a.

All Circuits, Including the Second Circuit,

Agree that Liability and Jurisdiction Are

Distinct Concepts.

No circuit holds that a successor “automatic[ally]”

becomes subject to a court’s personal jurisdiction by

acquiring liabilities from its predecessor. Pet.4. Indeed, the Second Circuit and the New York Court of

Appeals “recognized that ‘liability and jurisdiction are

distinct legal concepts.’” Pet.App.23a (quoting

Pet.App.50a). The Second Circuit performed a thorough due process analysis premised on facts beyond

the acquisition of liability itself.

Courts that Petitioner claims impermissibly endorse successor jurisdiction recognize that distinction

as well. See, e.g., Hawkins v. i-TV Digitális Távközlési

zrt., 935 F.3d 211, 231 (4th Cir. 2019) (“a violation of

the forum’s law, standing alone, is not enough to establish personal jurisdiction—if that were true, then

personal jurisdiction would always follow the merits,

which of course is not correct.”); Jeffrey v. Rapid Am.

Corp., 448 Mich. 178, 197, 198 (1995), relied on in

Perry Drug Stores v. Csk Auto Corp., 93 F. App’x 677,

681 (6th Cir. 2003) (stating that “[w]e agree that liability is not the equivalent of jurisdiction,” but finding

that the express assumption of liabilities “could support successor jurisdiction.”); Tex. Int’l Magnetics, Inc.

v. BASF AG, 31 F. App’x 738, 739 (2d Cir. 2002) (stating that “questions of personal jurisdiction and liability are conceptually distinct,” although naturally successor jurisdiction “draw[s] upon facts and circumstances that would also be relevant to the question of

successor liability”).

A. The Second Circuit Was Clear that the Acquisition of Liabilities Does Not Itself Establish Jurisdiction.

Petitioner’s attack on successor jurisdiction relies

in large part on the Second Circuit’s observation that

“if forum law could also hold the successor liable for its

predecessor’s actions, its related jurisdictional actions

should also attach to the successor.” Pet.i, 9, 11, 20

(quoting Pet.App.22a). The weight Petitioner places on

that single line is more than it can bear. The court was

clear that while successor liability can be a basis for

imputing “jurisdictional contacts,” it does not by itself

decide federal court jurisdiction. Thus, the successor

liability finding below was only the basis for “imput[ing] LCB’s forum contacts to SGBL for purposes of

our personal jurisdiction analysis,” to which the court

then turned and examined extensively. Pet.App.23a.5

Indeed, the court below analyzed Petitioner’s own

minimum contacts with and purposeful availment of

the forum, including by deliberately and knowingly acquiring the benefits LCB extracted from New York

and the liabilities it generated there.

As a leading treatise explained—citing the decision

below—while “the basic test” mandates that where a

successor “is liable for the predecessor’s obligations,

. . . it will be subject to personal jurisdiction in a suit

to enforce the obligation if the predecessor would have

been subject to such jurisdiction,” that test “does not

of course automatically address whether due process

requirements are thereby satisfied.” Robert C. Casad

et al., 2 Jurisdiction in Civil Actions § 7.03 & n42.1

(2022). See also Jeffrey, 448 Mich. at 198 (“Even where

a corporation is theoretically liable for the acts of a

predecessor, the exercise of personal jurisdiction over

that defendant must comport with due process.”).

Of course, issues of liability and jurisdiction can

overlap, see Pet.App.23a, just as they do in cases like

Patin v. Thoroughbred Power Boats, 294 F.3d 640 (5th

Cir. 2002), cited by Petitioner, where liability and jurisdiction are both premised on merger, mere continuation, or alter ego status. The factual basis for liability

is frequently the basis for specific personal jurisdiction. See, e.g., Davis v. Metro Prods., Inc., 885 F.2d

515, 520 (9th Cir. 1989) (“Because the corporate form

serves as a shield . . . for purposes of liability as well

as jurisdiction, many courts search for reasons to

5 Petitioner’s analogy fails for other reasons too—for example,

successor liability can never create jurisdiction over a successor

where it is lacking over the predecessor, and successor liability

does not refer to the underlying merits of the case, such as the

ATA claim at issue here.

‘pierce the corporate veil’ in jurisdictional contexts

parallel to those used in liability contexts.”); Calder v.

Jones, 465 U.S. 783, 789 (1984) (finding personal jurisdiction where “intentional, and allegedly tortious,

actions were expressly aimed at California”). Petitioner’s contrary suggestion, see Pet.21, would render

many jurisdictional determinations impossible.

B. The Second Circuit’s Due Process Analysis Was

Premised on Specific Factual Findings Petitioner Ignores.

To give the impression that the court below made

successor liability “dispositive” or an “automatic” trigger of federal jurisdiction, Pet.4, 13, Petitioner simply

ignores the numerous findings the Second Circuit relied on to reach its conclusions. Pet.App.3a, 4a. For example, Petitioner asserts that “SGBL had no notice

that it might be haled into the courts of New York,”

providing precisely the same reasons (including the

state of ATA and personal jurisdiction law in 2011) the

court below reviewed and rejected. Pet.7-8.

Petitioner also argues that when it “‘obtained the

fruits’ of LCB’s business, all it acquired were assets

and liabilities in Lebanon,” and it “directed no activities to New York” nor took “any assets out of New

York,” Pet.22. But Petitioner made this very assertion

below, and the court found that it “both mischaracterizes the nature of SGBL’s acquisition of LCB’s liabilities and ignores that SGBL benefited from LCB’s activities in New York when it acquired LCB’s assets.”

Pet.App.24a.

Finally, to dispel the suggestion that its acquisition

of LCB “resembles a merger,” Pet.App.40a, Petitioner

claims that LCB is not defunct, but rather “continues

to exist ‘as a going concern.’” Pet.7. Again, the court

below rejected this assertion, relying on LCB’s own

statements to this Court, Pet.App.9a, and declined Petitioner’s invitation to “close its eyes to the reality of

the relationship between these two banks.”

Pet.App.39a.

Thus, as the Second Circuit explained, its specific

findings disarm “the alarming specters that SGBL invoke[d]” below, Pet.App.38a, and repeats to this Court,

Pet.24-25. Petitioner ostensibly seeks to relitigate

these findings now—despite asserting that there are

“no factual disputes to sort out,” Pet.26—but this

Court is not the proper forum for presenting such challenges. In keeping with the actual record analyzed by

the Second Circuit, the court clearly did not premise

jurisdiction solely on its finding of successor liability.

II.

Every Circuit Court to Have Considered the

Issue Has Found that Successors May Inherit Their Predecessors’ Jurisdictional Status in Certain Circumstances.

Successor jurisdiction is essentially universally

recognized. Contrary to Petitioner’s contention that

only a handful of courts “hold that successors inherit

jurisdictional contacts,” Pet.10, the Second Circuit correctly found that “[s]tate and federal courts alike have

consistently” applied the principle, Pet.App.22a. And

the New York Court of Appeals found its analysis “accords with nearly all decisions of other state appellate

courts and federal circuit courts that have considered

the issue of successor jurisdiction.” Pet.App.56a n.3.6

6 “The few cases reaching a contrary holding”—a federal dis-

trict court case and a state intermediate court case—“offer no persuasive counterpoints.” Pet.App.56a n.3. They certainly do not

show a conflict among federal courts of appeals or state courts of

last resort.

Most of the cases on which Petitioner relies to construct a conflict do not relate to successor jurisdiction

at all. And what these cases—or more relevant ones

from the same circuits—do say about successor jurisdiction aligns with the decision below.

In SEC v. Gastauer, cited by Petitioner, the First

Circuit noted that it had previously recognized successor jurisdiction. 93 F.4th 1, 10 (1st Cir. 2024). There,

the SEC alleged that the so-called “relief defendant”

had unknowingly received his son’s ill-gotten gains. 93

F.4th at 5. The court held that “the mere receipt of

money from another person”—that is, the “receipt of a

unilateral transfer of money from a third party”—does

not “bring[] with it the personal jurisdictional attributes of that person.” Id. at 11. The court contrasted the

SEC’s jurisdictional theory with successor jurisdiction,

which it explained was necessary to prevent the transfer of “assets from one shell corporation to another in

a different jurisdiction, putting a party whose initial

suit satisfied the jurisdictional requirements to the

immense burden of chasing the involved assets from

courtroom to courtroom.” Id. (quoting Rodríguez-Miranda v. Benin, 829 F.3d 29, 45 (1st Cir. 2016) (quoting Minn. Min. & Mfg. Co. v. Eco Chem, Inc., 757 F.2d

1256, 1263 (Fed. Cir. 1985))).

Likewise, here, the Second Circuit worried about a

rule that required Respondents to chase Petitioner in

“‘catch me if you can’ gamesmanship.” Pet.App.41a

(quoting Pet.App.55a). And in contrast to the defendant in Gastauer, Petitioner did knowingly receive assets from its predecessor—indeed, it took on all LCB’s

assets and liabilities, knowing that could include liabilities to Hezbollah victims for claims predicated on

illicit funds transfers made through New York.

In re Nazi Era Cases Against German Defendants

Litigation, cited by Petitioner, also endorses successor

jurisdiction. The opinion’s due process analysis starts

from the premise that “[s]everal courts have recognized that the jurisdictional contacts of a predecessor

corporation may be imputed to its successor corporation without offending due process,” including by the

“express . . . assumption of liabilities.” 153 F. App’x

819, 825 (3d Cir. 2005) (quoting Purdue Research

Found. v. Sanofi-Synthelabo, S.A., 338 F.3d 773, 783

(7th Cir. 2003)). The court found that, like the case

here, “[Buyer] is [Seller’s] jurisdictional successor with

regard to the claims involving [Seller’s officer’s] alleged fraud” because Buyer “acquired [Seller’s] assets

and liabilities in 1960.” Id. at 824. The court only

found due process not satisfied because “multiple degrees of separation” between the original fraud and

the ultimate acquisition meant the Buyer could not

“expect to be haled into court” in New York. Id. at 825.

The other Third Circuit cases cited by Petitioner do

not relate to successor jurisdiction at all; Petitioner

only cites them for the proposition that liability and

jurisdiction are distinct concepts. See Pet.13 (citing

Carty v. Beech Aircraft Corp., 679 F.2d 1051, 1060-61

(3d Cir. 1982), Witt v. Scully, 539 F.2d 950, 952 (3d

Cir. 1976)). As shown above, this is also the express

position of the court below, and all other circuit courts.

Petitioner’s primary Fifth Circuit case, Patin, also

explicitly recognizes successor jurisdiction. The opinion states:

[F]ederal courts have consistently acknowledged that it is compatible with due process for

a court to exercise personal jurisdiction over an

individual or a corporation that would not ordinarily be subject to personal jurisdiction in that

court when the individual or corporation is an

alter ego or successor of a corporation that

would be subject to personal jurisdiction in that

court.

294 F.3d at 653 (emphasis added). The court further

observed that the relevant law, Florida’s, “recognizes

all four of the traditionally-accepted exceptions” to the

rule that successors do not generally assume the liabilities of their predecessors, including where “the successor expressly or impliedly assumes obligations of

the predecessor.” Id. at 649.

Petitioner raises the case to suggest that it holds

that the mere continuation exception, where the two

corporations are in effect “the same entity,” is the

“only” one that can result in successor jurisdiction.

Pet.14. To the contrary—analyzing the mere continuation exception was only necessary because the defendant denied acquiring the corporation that allegedly injured the plaintiffs. The court’s point was that

because the two corporations were the same entity it

did not matter that the successor denied acquiring the

predecessor’s assets and liabilities.7

Nor does Halliburton Energy Servs. v. Ironshore

Specialty Ins. Co., 921 F.3d 522 (5th Cir. 2019), “un-

derscor[e]” mere continuations as an “analytical limit,”

as Petitioner suggests. Pet.14. Halliburton cited Patin

for the proposition that “courts can impute forum contacts of a predecessor company to the successor corporation, but only because the successor corporation is a

‘mere continuation’ of the predecessor.” 921 F.3d at

7 In any event, the Second Circuit found that the specific ac-

quisition at issue here “resembles a merger in key respects,” and

that distinguishing it from a merger “would needlessly redound

to the benefit of wrongdoers.” Pet.App.40a, 41a.

543 n.21. The decision was distinguishing Patin from

the facts at hand, where the defendant was a third

party’s insurer and there was no “close relationship,

like successor-predecessor companies,” between them.

Id. Halliburton does not suggest that other bases of

successor liability—express assumption, statutory

merger, de facto merger, and fraud—cannot support

successor jurisdiction. Even Petitioner does not argue

that. See Pet.App.39a.

Petitioner’s final Fifth Circuit case, Freudensprung v. Offshore Tech. Servs., does not relate to either successor liability or jurisdiction. It only held that

the court did not have general personal jurisdiction

over a foreign corporation simply because its parent

company had contacts in the state. 379 F.3d 327, 345

(5th Cir. 2004).

While Petitioner identifies the Sixth Circuit as supporting its view, the case that it cites does not mention

successor jurisdiction. See City of Monroe Empls. Ret.

Sys. v. Bridgestone Corp., 399 F.3d 651, 667 (6th Cir.

2005). In other cases, however, that court has endorsed successor jurisdiction, including in situations

more analogous to the one here: “A court may impute

the jurisdiction of a corporate predecessor to its successor where the successor expressly assumed the liability of the predecessor corporation.” Perry Drug

Stores, 93 F. App’x at 681 (emphasis added). The Sixth

Circuit also found no due process defect where a successor corporation “is liable for all claims against the

constituent corporation” and the plaintiff can “establish [in-forum] contacts sufficient to gain jurisdiction

over” the predecessor. Duris v. Erato Shipping, Inc.,

684 F.2d 352, 356 (6th Cir. 1982). Like the decision below, Duris explained that “[a]ny other ruling would allow corporations to immunize themselves by

formalistically changing their titles.” 684 F.2d at 356.

This Court affirmed, noting the court of appeals’ “conclu[sion] that personal jurisdiction could properly be

asserted over petitioner based on the acts of its predecessor corporation” without further comment. Pallas

Shipping Agency v. Duris, 461 U.S. 529, 532 (1983).

The Seventh Circuit cases cited by Petitioner likewise do not mention successor jurisdiction. See Cent.

States, Se. & Sw. Areas Pension Fund v. Reimer Express World Corp., 230 F.3d 934 (7th Cir. 2000); GCIUEmp. Ret. Fund v. Goldfarb Corp., 565 F.3d 1018 (7th

Cir. 2009). Both hold that statutory liability cannot itself confer jurisdiction, a proposition that was not before the court below. The Seventh Circuit, however, relying on “the Supreme Court’s emphasis on the need

for an individual assessment of a particular defendant’s contacts with the forum state,” has explained

that where “the successor corporation has chosen to

stand in the shoes of its predecessor and has chosen to

accept the business expectations of those who have

dealt previously with that predecessor . . . it can be expected to be haled into the same courts as its predecessor.” Purdue Research, 338 F.3d at 784. So, too, below.

The Ninth Circuit case cited by Petitioner, AT&T

v. Compagnie Bruxelles Lambert, 94 F.3d 586 (9th Cir.

1996), likewise only rejects statutory liability as a basis for personal jurisdiction. And while no Ninth Circuit case is on point, district courts in the Ninth Circuit appear to endorse “the successor jurisdiction theory,” including where “the successor expressly or impliedly agrees to assume the subject liabilities.” City &

Cnty. of S.F. v. Purdue Pharma L.P., 491 F. Supp. 3d

610, 644 (N.D. Cal. 2020).

Petitioner also cites two state court decisions. In

Nimmer v. Giga Entm’t Media, Inc., 905 N.W.2d 523,

538 (Neb. 2018), the Supreme Court of Nebraska rejected an argument that the court should find general

personal jurisdiction based on the alter ego of a predecessor company—a position that Petitioner does not

advance here. See Pet.20. The other is the intermediate appellate court decision in Smith v. Halliburton

Co., 879 P.2d 1198, 1206 (N.M. Ct. App. 1994), which

is the only case that appears to support Petitioner’s

view. In sum, Petitioner has presented no evidence of

disagreement among the circuits or state courts of last

resort, and thus review is unwarranted.

III.

The Decision Below Does Not Conflict with

Any Precedents from This Court.

To show a conflict between the decision below and

those of this Court, Petitioner cites cases holding that

jurisdiction cannot depend solely on “contacts between

the plaintiff (or third parties) and the forum State.”

Pet.18 (quoting Walden v. Fiore, 571 U.S. 277, 284

(2014)). As the Second Circuit explained, however, Petitioner “misunderstands these cases,” which hold

“that a plaintiff or a third party’s ‘unilateral activity’

may not form the sole basis for a forum state’s exercise

of specific personal jurisdiction over a defendant.”

Pet.App.27a (quoting Walden, 571 U.S. at 286) (emphasis added in Lelchook). The court explained that

Petitioner’s cases were “different from the circumstances before us,” Pet.App.28a, and carefully distinguished each one, see Pet.App.27a n.13.

The key difference is that Petitioner’s involvement

in this case “is attributable neither to serendipity nor

to Plaintiffs’ will.” Pet.App.28a. Rather, “[u]nlike the

defendants in” this Court’s cases cited by Petitioner,

“SGBL was able to assess its transaction with LCB before assuming LCB’s liabilities, and it was able to assess ‘where jurisdiction over such liabilities may lie.’”

Ibid. (quoting Pet.App.53a); compare Rush v. Savchuk,

444 U.S. 320, 328 (1980) (finding no jurisdiction because the out-of-state defendant would not have expected that “by buying insurance in Indiana he had

subjected himself to suit in any State to which a potential future plaintiff might decide to move.”). See

also Patin, 294 F.3d at 653 (explaining that Rush “does

not preclude us from imputing the jurisdictional contacts of a predecessor corporation to its successor corporation”). Thus, “SGBL cannot now reasonably urge

that due process bars subjecting it to specific personal

jurisdiction based on LCB’s conduct, which generated

the very assets and liabilities that it purchased.”

Pet.App.29a. As even Petitioner concedes, “a defendant’s contacts with the forum State may be intertwined with his transactions or interactions with . . .

other parties.” Pet.18 (quoting Walden, 571 U.S. at

286).

Finally, Petitioner argues that a “strict successor

liability test” would raise international comity concerns. Pet.4, 18, 25 (citing Asahi Metal Indus. Co. v.

Superior Ct. of Cal., 480 U.S. 102 (1987), Daimler AG

v. Bauman, 571 U.S. 117 (2014)). As explained above,

the Second Circuit did not impose such a test. But the

court also explained that Petitioner exaggerated this

Court’s comity concerns, which “are most salient when

a court attempts to subject a foreign entity to the general jurisdiction of a state,” not “specific personal jurisdiction on claims that are among voluntarily acquired liabilities.” Pet.App.38a (emphasis in original).

International comity is certainly not a basis for subjecting Americans to “‘catch me if you can’ gamesmanship.” Pet.App.41a (quoting Pet.App.55a).

CONCLUSION

The petition for a writ of certiorari should be denied.

Respectfully submitted,