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83 Mo. L. Rev. 1123 (2018)
A Holding Company Exception to Hertz

handle is hein.journals/molr83 and id is 1151 raw text is: NOTE A Holding Company Exception to Hertz? 3123 SMB LLC v. Horn, 880 F.3d 461 (9th Cir. 2018) Lauren Vincent* I. INTRODUCTION Diversity jurisdiction, as defined in 28 U.S.C. § 1332, requires that all persons on one side of a controversy be citizens of different states than all per- sons on the other side.' Specifically, § 1332(c) provides that a corporation is a citizen of every State . . . by which it has been incorporated and of the State ... where it has its principal place of business.2 Defining the phrase principal place of business, however, has proven challenging for the federal courts.3 As a result, for several decades, courts developed and applied a plethora of tests that muddled the question of corporate citizenship, yielding widespread incon- sistent results.4 After the Supreme Court of the United States announced in Hertz Corp. v. Friend 5 that a corporation's principal place of business is its nerve center - i.e., its center of direction, control, and coordination - the complexity as- sociated with determining a corporation's principal place of business seemed to be a thing of the past.6 Although the Hertz decision brought substantial clarity to the issue of corporate diversity jurisdiction, its one-size-fits-all test for determining principal place of business has proven less than straightforward when applied to modem corporate structures - notably, holding companies. This Note addresses one perplexing problem that Hertz's nerve center test failed to anticipate: How should courts determine the principal place of busi- ness of a corporation that is designed to engage in few, if any, substantial business activities, such as a holding corporation? * B.S., History Education, Missouri State University, 2016; J.D. Candidate, University of Missouri School of Law, 2019; Editor in Chief, Missouri Law Review, 2018-2019. I am grateful to Professor Dessem for his insight, guidance, and support during the writing of this Note, as well as the Missouri Law Review for its help in the editing process. 1. 28 U.S.C. § 1332(a)(1) (2018); Caterpillar Inc. v. Lewis, 519 U.S. 61, 68 (1996); see also infra notes 59-69 and accompanying text (explaining subject matter jurisdiction). 2. 28 U.S.C. § 1322(c)(1). 3. See infra Section I1I.B.1. 4. See infra Section III.B.1. 5. 559 U.S. 77 (2010). 6. Id. at 93. Indeed, the Hertz decision extinguished all other preexisting tests for determining principal place of business. Id. at 96.

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