Whether the Fourteenth Amendment permits the exercise of specific personal jurisdiction over a foreign-based asset purchaser with no direct forum contacts based on the jurisdictional status of a foreign seller under a successor liability theory

No question identified. : In support of this request, SGBL states as follows: 1. The Second Circuit rendered its decision reversing the District Court’s Memorandum & Order and Judgment on August 11, 2025. (Exhibit 1). See Lelchook v. Société Générale de Banque au Liban S.A.L., 147 F.4th 226 (2d Cir. 2025). It denied SGBL’s timely petition for panel rehearing or rehearing en banc on October 16, 2025. (Exhibit 2). This Court has jurisdiction under 28 U.S.C. § 1254(1). 2. This is a successor liability case involving the alleged liability of nonparty Lebanese Canadian Bank (“LCB”) under the Anti-Terrorism Act (“ATA”). The above-captioned Plaintiffs allege SGBL is liable solely because it allegedly purchased all of LCB’s assets and liabilities under a Lebanese sales and purchase agreement (the “SPA”) following a competitive bidding process abroad. 3. Plaintiffs do not contend SGBL is subject to personal jurisdiction in the forum (New York) because of its own contacts. SGBL has no operations, branches, or employees in the United States. Instead, Plaintiffs proceeded solely on a novel—and, at the time, purchase jurisdictional theory” that imputes the seller’s jurisdictional status to the purchaser for the liabilities it assumed. See Ex. 1 at 9 (“Plaintiffs’ theory of personal jurisdiction, like their theory of liability, depends entirely on SGBL’s status as ‘successor’ to LCB.”). It thus raises important questions whether the Fourteenth Amendment permits the exercise of personal jurisdiction over: (i) a foreign-based non-culpable asset-and-liability purchaser which has (ii) no ties to the United States, connections or continuing relationship with the foreign-based seller, and (iii) under a foreign agreement governed by foreign law that has no connection to the forum. 4. Plaintiffs filed this lawsuit in the U.S. District Court for the Eastern District of New York in January 2019.1 SGBL moved to dismiss for lack of personal jurisdiction, and the District Court granted the motion. Lelchook v. Société Générale De Banque Au Liban SAL, No. 19-CV-00033 (RJD) (SJB), 2021 WL 4931845 (E.D.N.Y. Mar. 31, 2021). (Exhibit 3). The District Court held that Plaintiffs failed to plead “any connection between SGBL and the forum.” Ex. 3 at 5. In rejecting Plaintiffs’ argument that assuming LCB’s liabilities subjected SGBL to jurisdiction, the court reasoned “[j]urisdiction and liability are ... two distinct considerations,” so an allegation of successor liability “does not address whether SGBL is subject to jurisdiction in New York.” Jd. at 4. Plaintiffs appealed. 5. On appeal, the Second Circuit issued its first published opinion on April 26, 2023, certifying the unsettled state long-arm question to the New York Court of Appeals. Lelchook v. Société Générale de Banque au Liban S.A.L., 67 F.4th 69, 80 (2d Cir.), certified question accepted, 39 N.Y.3d 1146 (2023). The panel’s first opinion certifying that issue surveyed state and federal decisions and concluded it could not “predict with confidence” whether the New York law would recognize Plaintiffs’ 1 Plaintiffs are pursuing LCB separately in the Southern District. Am. Compl., Lelchook v. Lebanese Canadian Bank SAL, No. 1:18-cv-12401 (GBD) (KHP) (S.D.N.Y. May. 9, 2022). theory. It found the jurisdictional question “depends on the basis of the successor liability” and the issue fell in “the cloudy middle ground” between mergers—where successor jurisdiction has been approved by some courts—and asset sales—where it has not. See id. at 77, 81-82. After accepting the question, the New York Court of Appeals held that fairness and public policy factors “tip in favor of allowing successor jurisdiction where a successor purchases all assets and liabilities.” Lelchook v. Société Générale de Banque au Liban S.A.L., 41 N.Y.3d 629, 638-39 (N.Y. 2024). 6. With the state law jurisdictional question resolved and following short supplemental letter briefing and without oral argument, the Second Circuit reversed and