Maryland — Senate Bill 82, effective October 1, 2018, amends the corporation, LLP, LP and statutory trust laws regarding resident agents.

Texas — In Re Newport Classic Homes, L.P. LLC, No: 04-18-000126, decided 10/10/18. The Texas Court of Appeals held that plaintiff could not compel the deposition of a CEO/president where he failed to show the CEO/president had unique or superior knowledge of discoverable information or establish that the deposition was calculated to lead to the discovery of admissible evidence or that less intrusive means were unsatisfactory, insufficient or inadequate.

Arizona — Judson C. Ball Revocable Trust v. Phoenix Orchard Group I, LP, No. 1 CA-CV 17-0642, decided 10/2/18. The Arizona Court of Appeals adopts the continuous ownership rule, which requires a plaintiff in a derivative action to continue to possess an interest in the entity on whose behalf it sues throughout the litigation.

Delaware — Akorn, Inc. v. Fresenius Kabi AG, CA 2018-0300, decided 10/1/18. The Delaware Chancery Court, for the first time, ruled that a buyer could terminate a merger agreement under the agreement’s Material Adverse Effect clause.

California — North Valley Mall LLC v. Longs Drug Stores California, LLC, C079281, decided 9/25/18. The California Court of Appeal held that a reverse triangular merger does not result in a sale of the target’s property to the acquirer and the court will not ignore the form of reorganization where the merger was not performed for an improper purpose.

Montana — DeLeon v. BNSF Ry. Co, 2018 MT 219, decided 9/11/18. The Montana Supreme Court held that a corporation does not consent to general jurisdiction in Montana by qualifying to do business and voluntarily conducting in-state business activities.

California — Pacific West Group, Inc. v.

Florida — Woodruff-Sawyer & Co. v. Ghilotti, Nos. 3D16-1135 & 3D16-1146, decided 8/29/18.  The Florida Court of Appeal held that the act of qualifying to do business in Florida and appointing a registered agent does not subject a foreign corporation to the general jurisdiction of Florida’s courts.

Indiana — Morrison v. Vasquez, No. 18A-CT-376, decided 8/28/18.  The Indiana Court of Appeals held that the address of a corporation’s registered agent does not determine venue in an action involving the corporation.

Nevada — Sino Clean Energy, Inc. v. Seiden (In re Sino Clean Energy, Inc.), No. 17-15316, decided 8/27/18.  The U.S. Court of Appeals, Ninth Circuit ruled that former members of a corporation’s board of directors lacked authority to petition for bankruptcy because Nevada’s corporation law vests decision making authority in the current board.