433 U.S. 186 (1977)
On May 22, 1974, appellee Heitner, a nonresident of Delaware who owned one share of stock in the Greyhound Corporation, filed a shareholder's derivative suit in the Court of Chancery for New Castle County, Delaware.1 The complaint named as defendants Greyhound Corporation, its wholly owned subsidiary Greyhound Lines, Inc., and twenty-eight present or former officers and directors of one or both corporations.2 Heitner alleged that the individual defendants had violated their fiduciary duties by causing the corporations to engage in activities that resulted in a private antitrust judgment of over thirteen million dollars and a criminal contempt fine of six hundred thousand dollars, both arising from events in Oregon.3 The individual defendants resided primarily in Arizona and conducted their business there.4
Simultaneously with the complaint, Heitner filed a motion for sequestration of the Delaware property of the individual defendants pursuant to Del. Code Ann., Tit. 10, § 366.5 The Court of Chancery granted the motion the same day and appointed a sequestrator who seized approximately eighty-two thousand shares of Greyhound common stock belonging to nineteen defendants, along with options belonging to two others and certain debentures, warrants, and stock unit credits.6 The stock certificates were not physically present in Delaware, but Del. Code Ann., Tit. 8, § 169 deemed the situs of ownership of all stock in Delaware corporations to be in the state, allowing the sequestrator to place stop-transfer orders on the corporation's books.7 The value of the sequestered stock was approximately one point two million dollars.8
All twenty-eight defendants received notice of the suit by certified mail to their last known addresses and by publication in a New Castle County newspaper.9 The twenty-one defendants whose property had been seized entered special appearances and moved to quash service of process and vacate the sequestration order.10 They argued that the ex parte sequestration procedure violated due process and that they lacked sufficient contacts with Delaware to sustain jurisdiction.11 The Court of Chancery rejected these arguments in a letter opinion, and the Delaware Supreme Court affirmed the judgment in Greyhound Corp. v. Heitner, 361 A. 2d 225 (1976).12
The United States Supreme Court noted probable jurisdiction and heard argument on February 22, 1977.13 The individual defendants whose property was seized became the appellants before the Court.14 Greyhound Corporation and its subsidiary appeared in the action and moved to dismiss on the ground that the sequestration statute was unconstitutional.15 The sequestration order remained in effect pending resolution of the constitutional questions presented.16
Whether the Delaware courts could constitutionally assert jurisdiction over nonresident defendants by sequestering their stock in a Delaware corporation under the state's sequestration statute?17
All assertions of state-court jurisdiction must satisfy the minimum-contacts standard of International Shoe Co. v. Washington.18 Under this standard a defendant must have contacts with the forum such that maintenance of the suit does not offend traditional notions of fair play and substantial justice.19 This standard governs in rem and quasi in rem actions as well as in personam actions.20
No. The Delaware courts asserted jurisdiction solely through sequestration of the appellants' Greyhound stock under Del. Code Ann., Tit. 10, § 366.21 That statute relied on the statutory situs of the stock in Delaware under Del. Code Ann., Tit. 8, § 169.22 The individual defendants, whose primary residences and places of business were in Arizona, had no other contacts with Delaware.23 The underlying antitrust violations and contempt penalties arose from activities in Oregon.24
The sequestration order seized approximately eighty-two thousand shares valued at roughly one point two million dollars, but the stock was unrelated to the derivative claims for breach of fiduciary duty.25
The Delaware courts could not constitutionally assert jurisdiction over the nonresident defendants through the sequestration statute.26
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Justice Brennan joined Parts I-III of the majority opinion but dissented from Part IV.27 He agreed that minimum contacts must govern assertions of jurisdiction.28 He argued that the Court should not have reached the minimum-contacts issue because Delaware had not enacted a minimum-contacts statute.29
The record contained no factual development on contacts.30 He would have remanded to allow Delaware courts to reinterpret the sequestration statute or develop a factual record.31 He emphasized Delaware's strong interest in supervising its chartered corporations through derivative actions.32
Whether the statutory presence of the defendants' stock in Delaware provided a sufficient basis for in rem jurisdiction in a shareholder derivative suit unrelated to the stock itself?33
No. The stock sequestered was deemed present in Delaware only by statutory fiction.36 Yet the shareholder derivative suit asserted claims against the individual defendants for mismanagement that produced an antitrust judgment and contempt fine in Oregon.37 The stock itself was not the subject matter of the litigation.38 It served only as a device to compel the defendants' personal appearance.39 The defendants had never set foot in Delaware and performed no acts related to the cause of action there.40
The statutory presence of the stock did not provide a sufficient basis for in rem jurisdiction.41
Whether the defendants' ownership of stock in a Delaware corporation constituted sufficient contacts with the state to support quasi in rem jurisdiction under the minimum contacts standard?42
Ownership of stock in a Delaware corporation, without more, does not constitute purposeful availment or minimum contacts sufficient to support jurisdiction in a suit unrelated to the stock.43 The relationship among the defendant, the forum, and the litigation must be evaluated under International Shoe.44
No. The appellants' only connection to Delaware was their ownership of Greyhound stock.45 That ownership was not required for their positions as officers or directors.46 Appellants have simply had nothing to do with the State of Delaware.47 They received no personal service in the state and faced no long-arm statute authorizing jurisdiction on the basis of their corporate roles.48
The sequestration procedure forced them either to enter a general appearance subjecting them to unlimited personal liability or to default and lose their property.49
The defendants' ownership of stock did not constitute sufficient contacts to support quasi in rem jurisdiction.50
Related opinions on this issue
Justice Powell joined the majority opinion but wrote separately to emphasize certain points.51 He agreed that the principles of International Shoe should extend to in rem jurisdiction.52 However, he explicitly reserved judgment on whether ownership of some forms of property, such as real estate whose situs is indisputably and permanently located within a State, may without more provide the contacts necessary to subject a defendant to jurisdiction limited to the value of the property.53
He noted that preservation of the common-law concept of quasi in rem jurisdiction for real property would arguably avoid the uncertainty of the general International Shoe standard without significant cost to traditional notions of fair play and substantial justice.54 Subject to that reservation, he joined the opinion of the Court.55
Whether Delaware's interest in regulating the internal affairs of its corporations justified the exercise of jurisdiction over nonresident officers and directors in this derivative action?56
A state's interest in regulating its corporations may support application of its substantive law but does not automatically confer personal jurisdiction.57 The defendant must still have minimum contacts with the forum.58 Jurisdiction cannot rest on the mere fact that the state is the center of gravity of the controversy.59
No. Although Delaware has a legitimate interest in supervising the management of corporations it charters, the sequestration statute did not tie jurisdiction to the defendants' status as fiduciaries. It instead relied exclusively on the presence of their stock. The defendants had no reason to expect suit in Delaware because the state had not enacted a consent-to-jurisdiction statute for directors.60 Moreover, the alleged misconduct occurred entirely outside the state, so the interest in applying Delaware law did not supply the required contacts for jurisdiction.61
Delaware's interest in regulating its corporations did not justify the exercise of jurisdiction over the nonresident defendants.62
Related opinions on this issue
Justice Stevens concurred in the judgment and in most of the Court's opinion.63 He stressed that the Due Process Clause affords protection against judgments without notice and that fair notice includes fair warning that a particular activity may subject a person to the jurisdiction of a foreign sovereign.64
He observed that a purchaser of stock on the open national market can hardly be expected to know that he has thereby become subject to suit in a forum remote from his residence and unrelated to the transaction solely because of the state of incorporation.65 The Delaware sequestration statute creates an unacceptable risk of judgment without notice because it treats the place of incorporation as the situs of the stock even when owner and custodian are elsewhere, and it coerces a defendant either to submit to personal jurisdiction in a forum which could not otherwise obtain it or to lose the securities which have been attached.66
He would not read the opinion to invalidate quasi in rem jurisdiction where real estate is involved or other long-accepted methods with adequate notice.67