Pearl v. Flux Power Holdings, Inc.

• Court: District Court, D. Nevada
• Decided: February 19, 2025
• Docket: 2:25-cv-00042
• Status: Unknown

Opinion

1 UNITED STATES DISTRICT COURT 2 DISTRICT OF NEVADA 3 Ronald Pearl, derivatively on behalf of Flux Case No.: 2:25-cv-00042-JAD-NJK Power Holdings, Inc., 4 Plaintiff 5 v. 6 Order Granting Unopposed Motion to Ronald F. Dutt, Charles A. Scheiwe, Michael Transfer Venue, Vacating Hearing, and 7 Johnson, Mark Leposky, Dale T. Robinette, Closing Case Lisa Walters-Hoffert, and Cheemin Bo-Linn, 8 [ECF No. 17] Defendants 9 and Flux Power Holdings, Inc., 10 Nominal Defendant 11

12 Ronald Pearl brings this shareholder-derivative suit against officers and directors of Flux 13 Power Holdings, Inc., for fiduciary breaches, unjust enrichment, aiding and abetting, and insider 14 trading. The defendants move to transfer this action to the Southern District of California, where 15 Flux conducts most of its operations and the majority of the individual defendants reside, and to 16 which a related suit that originated in this district was recently transferred.1 The motion is 17 unopposed and the deadline to respond to it has passed. 18 28 U.S.C. § 1406(a) authorizes district courts to transfer cases that have been brought in 19 an improper venue to one “in which it could have been brought.”2 Generally, a judicial district is 20 a proper venue for a civil action if it is one in which: (1) “any defendant resides, if all defendants 21

22 1 ECF No. 17. 2 28 U.S.C. § 1406(a); see also Decker Coal Co. v. Commonwealth Edison Co., 805 F.2d 834, 23 842 (9th Cir. 1986) (noting that the decision to dismiss or transfer under § 1406(a) is within the district court’s discretion). are residents of the State in which the district is located;” or (2) “a substantial part of the events or omissions giving rise to the claim occurred, or a substantial part of the property that is the subject of the action is situated ....”* If neither of those two bases apply, then venue is properly laid in “any judicial district in which any defendant is subject to the court’s personal jurisdiction 5|| with respect to such action.”4 6 It is uncontested that Flux—a Nevada corporation—has its headquarters and principal place of business in Vista, California, and no offices in Nevada. No member of Flux’s 8|| executive-management team lives in Nevada, and its corporate disclosures and SEC filings are drafted, approved, and issued in California.° I find that the defendants have demonstrated that 10]| this action could have been brought in the transferee forum and that the convenience of the 11]| parties and witnesses in the interests of justice favor transfer. 12 IT IS THEREFORE ORDERED that the defendants’ motion to transfer venue [ECF No. 17] is GRANTED, and the hearing on this motion scheduled for February 24, 2025, at 2 14|| p.m. is VACATED. The Clerk of the Court is instructed to TRANSFER this case to the 15|| United States District Court for the Southern District of California and CLOSE THIS 16|| CASE. vs one ee US. DistrivtJudge Jennifer A. Dorsey 18 February 19, 2025 19 20 21

Id. at § 1391(b)(3). > ECF No. 17-1 at 2, 993, 5.