Reply 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.

No. 25-983

In the

Supreme Court of the United States

SOCIÉTÉ GÉNÉRALE DE BANQUE AU LIBAN S.A.L.,

Petitioner,

v.

ESTER LELCHOOK, et al.,

Respondents.

On Petition for Writ of Certiorari

to the United States Court of Appeals

for the Second Circuit

REPLY BRIEF FOR PETITIONER

HON. JOHN D. ASHCROFT MICHAEL H. MCGINLEY

Counsel of Record

MICHAEL J. SULLIVAN

BRIAN A. KULP

BRIAN J. LESKE

ASHCROFT LAW FIRM, DECHERT LLP

LLC

Cira Centre

200 State Street,

2929 Arch Street

7th Floor

Philadelphia, PA 19104

Boston, MA 02109

(215) 994-2463

michael.mcginley@dechert.com

TAMER MALLAT

DECHERT LLP

Three Bryant Park

1095 Avenue of the Americas

New York, NY 10036

Counsel for Petitioner

April 6, 2026

i

CORPORATE DISCLOSURE STATEMENT

Pursuant to this Court’s recent amendments to

Rule 29.6, Petitioner Société Générale de Banque au

Liban S.A.L. states that it has no parent corporation

and Société Générale S.A. (France) (GLE:PAR) is a

publicly held corporation that owns 10% or more of

Société Générale de Banque au Liban S.A.L.’s stock.

ii

TABLE OF CONTENTS

CORPORATE DISCLOSURE STATEMENT .............. i

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

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

ARGUMENT ................................................................ 2

I.

The Lower Courts Are Divided ........................ 2

II.

The Decision Below Conflicts with this

Court’s Defendant-Centric Approach ............... 8

III.

This Is an Ideal Vehicle to Resolve the

Question Presented........................................... 9

CONCLUSION .......................................................... 13

iii

TABLE OF AUTHORITIES

Cases

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

480 U.S. 102 (1987) .................................................. 9

AT&T v. Compagnie Bruxelles Lambert,

94 F.3d 586 (9th Cir. 1996) .................................. 3, 4

Burger King Corp. v. Rudzewicz,

471 U.S. 462 (1985) .......................................... 10, 11

Cannon Mfg. Co. v. Cudahy Packing Co.,

267 U.S. 333 (1925) ................................................ 11

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

Reimer Express World Corp.,

230 F.3d 934 (7th Cir. 2000) ................................ 1, 3

City of Monroe Emps. Ret. Sys. v. Bridgestone

Corp.,

399 F.3d 651 (6th Cir. 2005) ................................ 5, 6

City of Richmond v. Madison Mgmt. Grp., Inc.,

918 F.2d 438 (4th Cir. 1990) .................................... 3

Duris v. Erato Shipping, Inc.,

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

Ford Motor Co. v. Mont. Eighth Judicial Dist. Ct.,

592 U.S. 351 (2021) .................................................. 5

Freudensprung v. Offshore Tech. Servs., Inc.,

379 F.3d 327 (5th Cir. 2004) .................................... 7

Halliburton Energy Servs. v.

Ironshore Specialty Ins. Co.,

921 F.3d 522 (5th Cir. 2019) .................................... 7

iv

Hanson v. Denckla,

357 U.S. 235 (1958). ................................................. 8

J. McIntyre Mach., Ltd. v. Nicastro,

564 U.S. 873 (2011) ................................................ 12

Jeffrey v. Rapid Am. Corp.,

529 N.W.2d 644 (Mich. 1995)................................... 2

Keeton v. Hustler Mag., Inc.,

465 U.S. 770 (1984) ................................................ 11

Kulko v. Superior Ct. of Cal.,

436 U.S. 84 (1978) .................................................... 8

LiButti v. United States,

178 F.3d 114 (2d Cir. 1999) ...................................... 2

New York v. Nat’l Serv. Indus., Inc.,

460 F.3d 201 (2d Cir. 2006) .................................... 10

Nimmer v. Giga Entm’t Media, Inc.,

905 N.W.2d 523 (Neb. 2018) .................................... 4

Patin v. Thoroughbred Power Boats Inc.,

294 F.3d 640 (5th Cir. 2002) .............................. 7, 11

Perry Drug Stores v. CSK Auto Corp.,

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

Purdue Rsch. Found. v.

Sanofi-Synthelabo, S.A.,

338 F.3d 773 (7th Cir. 2003) .................................... 4

Rodríguez-Miranda v. Benin,

829 F.3d 29 (1st Cir. 2016) ....................................... 5

Rush v. Savchuk,

444 U.S. 320 (1980) .................................................. 9

v

SEC v. Gastauer,

93 F.4th 1 (1st Cir. 2024) ................................... 5, 12

Shaffer v. Heitner,

433 U.S. 186 (1977) .................................................. 8

Smith v. Halliburton Co.,

879 P.2d 1198 (N.M. Ct. App. 1994)......................... 3

Walden v. Fiore,

571 U.S. 277 (2014) ........................... 1-3, 8, 9, 11, 12

Witt v. Scully,

539 F.2d 950 (3d Cir. 1976) ...................................... 6

World-Wide Volkswagen Corp. v. Woodson,

444 U.S. 286 (1980) ............................................ 5, 10

Other Authorities

4 Wright & Miller, Federal Practice &

Procedure § 1067.2 (4th ed. 2026) ......................... 11

1

INTRODUCTION

Respondents cannot square the decision below

with this Court’s “defendant-focused ‘minimum

contacts’ inquiry.” Walden v. Fiore, 571 U.S. 277, 284

(2014). Nor can they reconcile it with the conflicting

decisions of eight other courts. Those courts correctly

hold that principles of substantive “liability” are

“irrelevant” to the minimum-contacts analysis. Cent.

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

Express World Corp., 230 F.3d 934, 944 (7th Cir. 2000).

Here, by contrast, that “jurisdictional analysis” was

“determined” by “the substantive question of successor

liability.” Pet.App.23a. And the Second Circuit

wielded that twisted view of the law to assert power

over a foreign defendant—notwithstanding its lack of

forum contacts.

That approach is badly mistaken. And nowhere do

Respondents try to ground it in this Court’s decisions.

In fact, they now struggle to distance themselves from

the sweeping theory they convinced the lower court to

adopt. They remarkably suggest that the decision

below turned on “Petitioner’s minimum contacts.”

BIO.2. But that is inaccurate. Respondents argued

the opposite to the Second Circuit—that Petitioner’s

own contacts were “irrelevant.” 2d.Cir.Dkt.88 at 6.

And the court did exactly what Respondents asked. It

filled the void by “imput[ing] LCB’s forum contacts to

[Petitioner],” simply because the complaint “alleged

sufficient facts to establish successor liability under

New York law.” Pet.App.23a. As a result, the court

wrongly held that personal jurisdiction turns on

“where jurisdiction over such liabilities may lie.”

Pet.App.28a (emphasis added).

2

“In short, when viewed through the proper lens—

whether the defendant’s actions connect [it] to the

forum—petitioner formed no jurisdictionally relevant

contacts with [New York].” Walden, 571 U.S. at 289.

That forecloses the exercise of personal jurisdiction

here. But the decision below reached the opposite

conclusion, and in doing so exacerbated an intractable

conflict in the lower courts. This Court should grant

certiorari to uphold its precedent, resolve the lower

courts’ confusion, and reject the “jurisdiction follows

substantive liability” approach.

ARGUMENT

I.

The Lower Courts Are Divided.

Respondents cannot bridge the doctrinal divide.

Instead, they try to distort the decisions in the split.

They maintain that all courts “agree” that “liability

and jurisdiction are distinct concepts.” BIO.12. But

that is not the position they took below—because the

courts on their side disagree with it. And ultimately

so did the Second Circuit.

A. Indeed, Respondents urged the Second Circuit

to embrace a “‘national trend’” of courts “‘equat[ing]

personal jurisdiction with liability’” through the

exercise of “successor jurisdiction.” 2d.Cir.Dkt.88 at

3–4 (emphasis added) (quoting Jeffrey v. Rapid Am.

Corp., 529 N.W.2d 644, 653 (Mich. 1995)). Under this

theory, “the court gains personal jurisdiction over [the

defendant] simply as a consequence of their status as

a successor in interest, without regard” to the

defendant’s own “minimum contacts.” LiButti v.

United States, 178 F.3d 114, 123 (2d Cir. 1999). Courts

in this camp thus find it “proper” to “assert personal

3

jurisdiction” over a defendant “whenever forum law

would hold the successor liable for its predecessor’s

actions.” City of Richmond v. Madison Mgmt. Grp.,

Inc., 918 F.2d 438, 454–55 (4th Cir. 1990) (quotation

marks omitted); see Pet.11–12 (collecting cases).

The Second Circuit expressly “agree[d]” with that

liability-based approach to jurisdiction here.

Pet.App.23a. In its view, “if forum law could . . . hold

the successor liable for its predecessor’s actions,” then

the predecessor’s “related jurisdictional actions should

also attach to the successor.” Pet.App.22a–23a.

B. Respondents concede that this liability-based

jurisdiction theory conflicts with Smith v. Halliburton

Co., 879 P.2d 1198, 1206 (N.M. Ct. App. 1994). BIO.22.

And the split runs far deeper than that. Many other

courts recognize—contrary to the decision below—

that “liability is not to be conflated with amenability

to suit in a particular forum.” AT&T v. Compagnie

Bruxelles Lambert, 94 F.3d 586, 591 (9th Cir. 1996); see

Pet.12–16. Respondents’ attempts to distinguish

these cases fall flat.

Respondents first strain to downplay the Seventh

and Ninth Circuit cases as involving imputed

“statutory liability.” BIO.21. But that distinction

makes no difference. Respondents never explain why

common-law principles of imputational liability—but

not statutory ones—could override the “defendantfocused ‘minimum contacts’ inquiry.” Walden, 571

U.S. at 284. Either way, if “a defendant does not have

sufficient minimum contacts with the forum, then

[the] personal jurisdiction analysis ends” in the

Seventh and Ninth Circuits, “without examining the

plaintiff ’s causes of action.” Cent. States, 230 F.3d at

4

944; see AT&T, 94 F.3d at 590–91. That approach is

directly at odds with the position embraced below.

Respondents nevertheless try to blur the divide

with Purdue Research Foundation v. SanofiSynthelabo, S.A., 338 F.3d 773 (7th Cir. 2003). But

that case only confirms the split. The court there

rejected the argument that a contractual “assignee”—

which is no different from a contractual purchaser of

assets and liabilities—“assumes the assignor’s

contacts with the forum state.” Id. at 784. The court

instead held that “[j]urisdiction over an assignee must

be based on the assignee’s own acts and does not arise

solely because the assignor may be subject to personal

jurisdiction.” Id. (emphasis added; citation omitted).

That defendant-centric approach follows this Court’s

precedents and conflicts squarely with the decision

below. And Respondents’ effort to cherry-pick the

Seventh Circuit’s reference to a “corporate successor”

fails because the court there was plainly referring to

those cases in which “the two corporations are the

same entity.” Id. (quotation marks omitted). That is

not the case here. Pet.App.5a.

Respondents also fail to explain away Nimmer v.

Giga Entertainment Media, Inc., 905 N.W.2d 523 (Neb.

2018). They argue that case involved an attempt to

impute contacts for “general” jurisdiction purposes.

BIO.22. But, again, they never explain why that

makes a difference. And, in all events, Respondents

ignore that the Nebraska Supreme Court refused to

apply the “corporate successor liability” theory “when

ascribing minimum contacts for personal jurisdiction.”

Id. at 649–51. “Minimum contacts,” of course, is a

specific jurisdiction inquiry.

5

Respondents’ effort to distinguish SEC v. Gastauer,

93 F.4th 1 (1st Cir. 2024), likewise fails. They note

that the SEC did not specifically allege that the relief

defendant there knew the “illicit provenance” of the

money he received. Id. at 5. But the First Circuit’s

analysis did not hinge on any lack of knowledge.

Rather, it turned—as this Court’s precedent

commands—on the defendant himself “lack[ing] any

relevant contacts” with the forum. Id. at 13. As the

First Circuit emphasized, “[d]ue process dictates that

a court may only assert its power over an out-of-forum

defendant if the party has ‘such [minimum] “contacts”

with the forum.’” Id. at 8 (emphasis added) (quoting

Ford Motor Co. v. Mont. Eighth Judicial Dist. Ct., 592

U.S. 351, 358 (2021)). That “necessary predicate” to

the exercise of personal jurisdiction was not (and could

not be) found here. World-Wide Volkswagen Corp. v.

Woodson, 444 U.S. 286, 295 (1980). Instead, the

Second Circuit imputed the contacts of a third party.

Respondents suggest the First Circuit itself did

something similar in Rodríguez-Miranda v. Benin,

829 F.3d 29 (1st Cir. 2016). But that is not true. As

Gastauer explains, the defendants there were the

“alter egos of the original defendants.” 93 F.4th at 10.

They were “therefore legally a single entity.”

Rodríguez-Miranda, 829 F.3d at 42. Not so here.

Petitioner is a “distinct legal entity” from LCB.

Pet.App.40a. As such, this case is just like Gastauer,

and the First Circuit would “decline to adopt” the

Second Circuit’s theory “regarding the imputation of

jurisdictional contacts to [Petitioner].” 93 F.4th at 13.

Respondents similarly ignore the Sixth Circuit’s

reasoning in City of Monroe Employees Retirement

6

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

2005). The court there refused to “substitute” the

law’s “substantive bases” for imputing “liability for the

required, due-process based personal jurisdiction

analysis” that is personal to each defendant. Id. at

668. But, again, that is precisely what the Second

Circuit did in this case. And neither of the other Sixth

Circuit cases that Respondents cite washes away this

split. One decision is unpublished, see Perry Drug

Stores v. CSK Auto Corp., 93 F. App’x 677 (6th Cir.

2003), and the other involved a “merger,” Duris v.

Erato Shipping, Inc., 684 F.2d 352, 356 (6th Cir. 1982).

Respondent “d[id] not merge” to create a single entity

with LCB. Pet.App.12a. That is why Respondents

have separately sued both entities. See Pet.7.

As to the Third Circuit, Respondents concede that

the cases cited in the Petition hold that “liability and

jurisdiction are distinct concepts.” BIO.18. And while

Respondents claim this is the Second Circuit’s position

too, that is incorrect for the reasons already explained.

The lower court used principles of “successor liability

under New York law” to “impute LCB’s forum contacts

to [Petitioner] for purposes of [its] personal

jurisdiction analysis.” Pet.App.23a. In turn, the

minimum-contacts inquiry was “determined” by the

“substantive question of successor liability.”

Pet.App.23a. The Second Circuit thus did exactly

what the Third Circuit refuses to do by “confusing

substantive legal precepts with jurisdictional ones.”

Witt v. Scully, 539 F.2d 950, 951 (3d Cir. 1976).

The Second Circuit’s liability-based approach to

jurisdiction would not fly in the Fifth Circuit either.

The Fifth Circuit “has held that courts can impute

7

forum contacts of a predecessor company to the

successor corporation, but only” where “the successor

corporation is a ‘mere continuation’ of the

predecessor.” Halliburton Energy Servs. v. Ironshore

Specialty Ins. Co., 921 F.3d 522, 543 n.21 (5th Cir.

2019) (emphasis added). That is because, in those

circumstances, “the successor corporation is, in fact,

the same corporate entity as the predecessor

corporation.” Patin v. Thoroughbred Power Boats Inc.,

294 F.3d 640, 654 (5th Cir. 2002). But, when that

premise no longer holds, imputation is no longer

proper. Unless the two nominal entities are “the same

entity in the eyes of the law,” id., “the proper exercise

of personal jurisdiction over a nonresident corporation

may not be based solely upon the contacts with the

forum

state

of

another

corporate

entity,”

Freudensprung v. Offshore Tech. Servs., Inc., 379 F.3d

327, 346 (5th Cir. 2004). Instead, the “due process

requirements of International Shoe ‘must be met as to

each defendant’” individually. Patin, 294 F.3d at 653

(citation omitted). The Second Circuit held otherwise

here, exercising jurisdiction over Petitioner based on

“LCB’s forum contacts,” even though LCB continues to

“exist[] as a separate entity.” Pet.App.23a, 40a.

* * *

In all these ways, Respondents fail to refute the

split.

The lower courts disagree on whether

substantive liability principles can be used to impute

jurisdictional contacts to a defendant with no forum

contacts of its own. This Court’s intervention is

needed to resolve the divide.

8

II.

The Decision Below Conflicts with this

Court’s Defendant-Centric Approach.

Certiorari is also warranted because the decision

below conflicts with this Court’s precedents. Indeed,

this Court’s “[w]ell-established principles of personal

jurisdiction are sufficient to decide this case.” Walden,

571 U.S. at 291. “[I]t is the defendant, not the plaintiff

or third parties, who must create contacts with the

forum State.” Id. And Petitioner itself “ha[s] simply

had nothing to do with the State of [New York].”

Shaffer v. Heitner, 433 U.S. 186, 216 (1977); see Pet.1,

6–7, 19–20.

Respondents say tellingly little in response. They

double-down on the lower court’s reasoning that

Petitioner “was able to assess its transaction with

LCB before assuming LCB’s liabilities.” BIO.22

(emphasis omitted) (quoting Pet.App.28a). But the

“transaction” undisputedly took place in Lebanon.

Thus, this arms-length foreign transaction between

two Lebanese parties was not an “act by which the

defendant purposefully avail[ed] itself of the privilege

of conducting activities within [New York].” Hanson

v. Denckla, 357 U.S. 235, 253 (1958).

Nor does it make any sense to analyze “where

jurisdiction over [LCB’s] liabilities may lie,” as

Respondents insist. BIO.22 (quoting Pet.App.28a).

That “confuses the question” of “liability with that of

the proper forum in which to determine that liability.”

Kulko v. Superior Ct. of Cal., 436 U.S. 84, 96 (1978).

And it “impermissibly allows a [third party’s] contacts”

to “drive the jurisdictional analysis.” Walden, 571

U.S. at 289. This Court has “consistently rejected”

such theories of personal jurisdiction. Id. at 284.

9

In the end, Respondents cannot seriously defend

the Second Circuit’s exercise of power over Petitioner

“based on LCB’s conduct.”

Pet.App.29a.

The

connection “between the defendant and the forum

State necessary for a finding of minimum contacts

must come about by an action of the defendant

purposefully directed toward the forum.” Asahi Metal

Indus. Co. v. Superior Ct. of Cal., 480 U.S. 102, 112

(1987) (plurality op.) (some emphasis omitted). And

that “necessary” connection is missing here. “[N]one

of petitioner’s challenged conduct”—which consists of

executing the Lebanese SPA overseas—“had anything

to do with [New York] itself.” Walden, 571 U.S. at 289.

The lower court’s “assertion of jurisdiction over

[Petitioner] based solely on the activities of [LCB]”

was thus “plainly unconstitutional.” Rush v. Savchuk,

444 U.S. 320, 332 (1980).

III. This Is an Ideal Vehicle to Resolve the

Question Presented.

Stuck with a clear split and a decision that flouts

this Court’s precedents, Respondents fumble for a

vehicle issue. They ultimately land on labeling the

decision below “fact-intensive.” BIO.3; see also BIO.8–

9, 12, 15–16. But the supposed “factual findings” that

Respondents invoke are all legal errors or irrelevant

to the question presented. BIO.15.

Take Respondents’ suggestion that Petitioner

could, in some abstract sense based on “the state of

ATA and personal jurisdiction law in 2011,” foresee

this suit nearly a decade later in New York. BIO.15.

That argument fails even on its terms. See Pet.23–24.

But, more importantly, it is legally beside the point.

As the Petition explained, the “foreseeability that is

10

critical to due process analysis” is “that the

defendant’s conduct and connection with the forum

State are such that [it] should reasonably anticipate

being haled into court there.” Pet.22–23 (quoting

Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474

(1985)). Respondents simply ignore that blackletter

law, while perpetuating the same mistake made by the

court below.

Respondents next parrot the lower court’s

contention that Petitioner “benefited from LCB’s

activities in New York.” BIO.15. But that purported

“factual finding” is irrelevant too. As a matter of law,

“financial benefits accruing to the defendant from a

collateral relation to the forum State will not support

jurisdiction if they do not stem from a constitutionally

cognizable contact with that State.” World-Wide

Volkswagen, 444 U.S. at 299; see Pet.21–22.

Respondents conspicuously ignore this bedrock

principle. And they, like the Second Circuit, fail to

identify any contact that Petitioner had with New

York.

Switching gears, Respondents argue that the

transaction here “resembles a merger” because

Petitioner obtained LCB’s liabilities. BIO.15 (quoting

Pet.App.40a). But that neglects the critical ways in

which this transaction differs from a merger: LCB

remains a “separate” and “distinct legal entity” that

received $580 million from Petitioner, Pet.App.40a,

and there was no continuity of ownership following the

transaction, see New York v. Nat’l Serv. Indus., Inc.,

460 F.3d 201, 211–12 (2d Cir. 2006) (Sotomayor, J.)

(emphasizing that “continuity of ownership is the

essence of a merger” (quotation marks omitted)).

11

That makes all the difference. This indisputable

“separation” between the two companies cannot be

“ignored in determining the existence of jurisdiction.”

Cannon Mfg. Co. v. Cudahy Packing Co., 267 U.S. 333,

336 (1925). And because LCB and Petitioner are not

“one and the same” entity, there is no basis to impute

LCB’s contacts to Petitioner. Patin, 294 F.3d at 654.

Its “contacts with the forum State must be assessed

individually.” Keeton v. Hustler Mag., Inc., 465 U.S.

770, 781 n.13 (1984). The Second Circuit did not do

that here.

Reaching further, Respondents claim that even

though successor liability dictated the Second Circuit’s

analysis of minimum contacts, the court “did not

premise jurisdiction solely on its finding of successor

liability.” BIO.16; see also BIO.3. But this ignores the

“two-step approach” to specific jurisdiction, which

“requires both (1) that the defendant establish

minimum contacts with the forum State, and (2) that

the assertion of personal jurisdiction is reasonable and

comports with fair play and substantial justice.” 4

Wright & Miller, Federal Practice & Procedure

§ 1067.2 (4th ed. 2026) (emphases added). In that way,

“minimum contacts” are “necessary to create specific

jurisdiction,” Walden, 571 U.S. at 283, even if they are

not by themselves sufficient, see Burger King, 471 U.S.

at 476–77. Thus, the Second Circuit could not rest its

decision on the “fair play and substantial justice”

element alone. BIO.3 (quoting Pet.App.4a). It needed

first to find that Petitioner had minimum contacts

with the forum. And, on that “necessary” threshold

question, the fatal flaw in the Second Circuit’s decision

remains: The court treated the state-law liability

12

issue as dispositive of the minimum-contacts inquiry.

See Pet.13; Pet.App.22a–23a.

That legal error is also outcome-determinative.

Respondents’ “sole[]” attempt to satisfy the minimumcontacts element was to assert a “successor theory of

jurisdiction.” Pet.App.22a; see also Pet.App.11a. They

did “not allege [that Petitioner] is subject to personal

jurisdiction in New York by virtue of its own contacts

with the state.” Pet.App.103a. Hence, this Court need

not address anything beyond the Second Circuit’s

distortion of the minimum-contacts inquiry to reverse.

Finally, Respondents argue that dismissal will

make litigation more burdensome for them. BIO.1, 17,

23. “But to the extent that is true, it cannot overcome

[Petitioner’s] fundamental ‘right to be subject only to

lawful power.’” Gastauer, 93 F.4th at 13 (quoting J.

McIntyre Mach., Ltd. v. Nicastro, 564 U.S. 873, 884

(2011) (plurality op.)). Due process limits “protect the

liberty of the nonresident defendant—not the

convenience of plaintiffs.” Walden, 571 U.S. at 284.

The decision below flips that principle on its head.

* * *

Respondents offer no good reason to deny

certiorari. Their efforts to obscure the circuit split fail.

Their defense of the decision below is unpersuasive.

And their attempts to muddle the case are unavailing.

This Court should grant certiorari and reverse.

13

CONCLUSION

The Court should grant the Petition.

Respectfully submitted,

HON. JOHN D. ASHCROFT MICHAEL H. MCGINLEY

Counsel of Record

MICHAEL J. SULLIVAN

BRIAN A. KULP

BRIAN J. LESKE

ASHCROFT LAW FIRM, DECHERT LLP

LLC

Cira Centre

200 State Street,

2929 Arch Street

7th Floor

Philadelphia, PA 19104

Boston, MA 02109

(215) 994-2463

michael.mcginley@dechert.com

TAMER MALLAT

DECHERT LLP

Three Bryant Park

1095 Avenue of the Americas

New York, NY 10036

Counsel for Petitioner

April 6, 2026