Top Shelf Brands Holdings Corp. (DKTS)

[Carini]

Right but it's a NV corp that would likely be considered to have it's "citizenship" both in Nevada and in Texas. Corporations are essentially considered "persons" for purposes of determining a court's jurisdiction.

Under federal law at least, the federal diversity jurisdiction statute provides that a corporation is a citizen of both (1) the state where it is incorporated, and (2) “the State where it has its principal place of business.”

A number of years ago, the Supreme Court held in Hertz Corp. v. Friend that the phrase “principal place of business” means the corporation’s “nerve center,” or “the place where the corporation’s high level officers direct, control, and coordinate the corporation’s activities,” thereby taking the state-by-state analysis of a corporation’s business activities out of the equation. The Court added that a corporation’s “nerve center” typically will be the corporation’s headquarters.

Now here's an interesting blurb about D.C. Circuit case from last year:

A corporation's principal place of business for diversity jurisdiction purposes is determined by the key controlling officer's residence, not the location of the company's main office, according to the U.S. Court of Appeals for the District of Columbia Circuit. CostCommand, LLC v. WH Administrators, Inc. In so deciding, the court adopted the nerve center test that the U.S. Supreme Court pronounced in Hertz Corp v. Friend.

...

The plaintiff asserted that WHA's principal place of business was in Texas, where the company had its corporate address and primary bank account. In addition, the company's decision-making officers lived in Texas. Initially, WHA admitted in its answer that Texas was its principal place of business and therefore citizenship. However, after another defendant filed a motion to dismiss objecting to diversity jurisdiction because WHA allegedly had its principal place of business in Maryland, WHA agreed and acknowledged that its admission regarding Texas was an error.

After the parties conducted jurisdictional discovery, the district court granted the objecting defendant's motion to dismiss for lack of diversity jurisdiction. The court found that, under the Supreme Court's nerve center test, WHA's principal place of business was in Maryland. One of the founding officers lived in that state. The most significant fact, however, was that the founding officer had complete control over the corporation, including the ability to override decisions of the other two officers. The court of appeals affirmed the district court's ruling, stating that the Hertz decision "gave clear guidance for determining the location of a corporation's principal place of business"; that is, where the corporation has its nerve center.


https://apps.americanbar.org/litigation/litigationnews/top_stories/080416-diversity-jurisdiction.html

Now reverse that fact pattern and replace "Maryland" with "Nevada" -- i.e., a NV corporation whose sole officer with all the authority lives in Texas and runs the business from there.

Another blurb about a case last year:

Recently, the U.S. Supreme Court clarified the law on a state’s exercise of general personal jurisdiction over a nonresident corporation, disregarding the “continuous and systematic contacts” test as “unacceptably grasping” and explaining that a corporation is subject to general personal jurisdiction only in the state where the corporation can be deemed to be “at home.”

I don't think you would have a problem showing that DKTS is "at home" in Texas, rather than Nevada.

So basically, a Texas court would probably have the same level of jurisdiction over the corporation and its assets as a Nevada court. Again I don't think that means the court itself could force a sale of the shell "residing" in another state, but it could probably appoint a receiver that could then agree to a sale of the shell regardless of what state it's incorporated in.