BAKER & HOSTETLER LLP 45 Rockefeller Plaza New York, New ...

10-04285-brl Doc 127 Filed 08/17/12 Entered 08/17/12 14:29:55 Main Document
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transferee “transferring assets to and from the United States, there could not be claims for
subsequent transfers against it”); Newbro v. Freed, 337 F. Supp. 2d 428, 433 (S.D.N.Y. 2004)
(finding “articulable nexus” between out-of-state defendants’ “New York contacts and the
underlying claims in the litigation,” where claims arose out of a transfer which “arose from a
chain of events” which included defendants’ New York contacts); MWL Brasil Rodas & Eixos
Ltda v. K-IV Enters. LLC, 661 F. Supp. 2d 419, 424–25 (S.D.N.Y. 2009) (cause of action arose
out of out-of-state defendant’s connections with New York where the contract that represented
defendant’s business transactions in New York was not the same as the contract that was the
subject of the cause of action, where “the two contracts are substantially related.”)
6. UBS SA, UBSFSL, and UBSTPM Are Mere Departments of UBS AG
and Therefore Subject to the Court’s General Jurisdiction
UBS SA, UBSFSL, and UBSTPM are subject to jurisdiction because each is a mere
department of its corporate parent UBS AG, which has not contested jurisdiction. 19 (See UBS
Mot. at 35.) Courts in this jurisdiction have established the following four-part test to determine
whether a corporate subsidiary or affiliate is a mere department of its corporate parent: (1)
common ownership; (2) financial interdependence; (3) interference with personnel and disregard
for corporate formalities; and (4) control over operational and marketing policies. Van Egeraat,
2009 WL 1209020, at *2. Each prong of the mere department test is satisfied here such that the
imputation of UBS AG’s jurisdictional contacts to the Moving UBS Defendants is not blind
aggregation (see UBS Mot. at 34,) but rather the consequence of their mere department
relationship. Van Egeraat, 2009 WL 1209020, at *2 (citing Beech Aircraft, 751 F.2d at 120).
19 UBS AG conducts regular banking business through multiple offices in the United States, including those in New
York, and is thus subject to the Court’s general jurisdiction. (See Pergament Decl. Ex. 56 at 48; Chloe, 616 F.3d at
164.) In addition, UBS AG is subject to specific jurisdiction as a consequence of its contacts relating to Luxalpha.
(See Am. Compl. 128-131.)
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