In re: Target Corp. Shareholder Derivative Action Litigation

Case

In re: Target Corp. Shareholder Derivative Action Litigation, Case No. 2:25-cv-21-KCD-DNF (M.D. Fla.)

Judge

Kyle C. Dudek, United States District Judge

Date

November 14, 2025

Background Target Corporation, a Minneapolis-based national retailer, launched an extensive 2023 Pride Month campaign featuring over 2,000 themed products. A consumer boycott followed, resulting in Target's stock experiencing its longest losing streak in 23 years and approximately $25 billion in lost market capitalization. Individual shareholders first sued in Craig v. Target Corporation (Case No. 2:23-cv-00599), alleging Target failed to oversee and disclose risks related to its LGBTQIA+ Pride campaign and ESG/DEI initiatives in its SEC filings. Target's initial transfer motion in Craig was denied. Subsequently, two securities class actions and three shareholder derivative actions — all raising substantially the same allegations — were filed in the Middle District of Florida. These were consolidated into: (1) In re Target Corp. Securities Class Action Litigation (Case No. 2:25-cv-00135-KCD-DNF) and (2) In re Target Corp. Shareholder Derivative Action Litigation (Case No. 2:25-cv-00021-KCD-DNF). Target then filed a renewed omnibus motion to transfer both consolidated cases to the District of Minnesota under 28 U.S.C. § 1404(a).

Legal Standard Section 1404(a) permits a district court to transfer a civil action to any other district where it could have been originally filed, for the convenience of parties and witnesses and in the interest of justice. Courts apply a two-step inquiry: (1) whether the case could have been brought in the transferee district, and (2) whether the nine-factor balancing test under Manuel v. Convergys Corp., 430 F.3d 1132 (11th Cir. 2005), favors transfer. The parties did not dispute that the cases could have been filed in Minnesota.

Factors Favoring Transfer

1. Convenience of Witnesses: Target identified four key non-party witnesses, all of whom live in Minnesota and no longer work for Target. The plaintiffs identified no witnesses located in Florida. The court called this factor one of the most — if not the most — important in a venue transfer analysis, and found it weighed heavily in favor of transfer.

2. Locus of Operative Facts: The plaintiffs' claims center on Target's SEC filings and risk oversight. Target's risk oversight was performed by teams meeting in Minnesota; its SEC filings were drafted and reviewed in Minnesota; and its Board approved those filings at the Minnesota headquarters. The court found the locus of operative facts was unquestionably Minnesota. Under applicable case law, alleged misrepresentations and omissions occur where they are transmitted or withheld, not where received.

3. Forum's Familiarity with Governing Law: The derivative action alleges demand futility and breach of fiduciary duty under Minnesota law (as Target is a Minnesota corporation). A Minnesota federal judge holds a recognized advantage in applying Minnesota state law. This factor favored transfer.

4. Trial Efficiency and Interests of Justice: Minnesota is the factual and legal epicenter of all related matters. A separate shareholder case involving the same underlying facts — Ranacis v. Cornell, et al., No. 0:25-cv-02743-NEB-SGE (D. Minn.) — is already pending in the District of Minnesota. The court found it efficient to consolidate the litigation in one forum. The court also rejected the plaintiffs' timeliness objection, noting Target moved within one month of consolidation, before scheduling orders or discovery, making the motion prompt under the circumstances.

Neutral Factors

- Location of Documents and Relative Means of Parties: Both parties conceded these were neutral. - Convenience of Parties: Described as "practically irrelevant" in a class action context where plaintiffs reside across the country. - Availability of Process to Compel Unwilling Witnesses: Although the four key non-party witnesses are outside Florida's subpoena range, Target did not assert they would be unwilling to appear voluntarily, making this factor neutral. - Plaintiffs' Choice of Forum: Normally given considerable deference, this factor is diminished where, as here, the action is a class or derivative action and the underlying facts occurred outside the forum. The court gave plaintiffs' Florida choice of forum little weight.

Plaintiffs' Counterarguments Rejected Plaintiffs argued that Florida has a significant interest in adjudicating its residents' securities fraud claims and that the Securities Class Action's presumptive lead plaintiff is Florida-based. The court found these ties inconsequential given that most class members are not in Florida and the Derivative Action's lead plaintiff — Target itself — is headquartered in Minnesota. Plaintiffs' timeliness objection was also rejected.

Ruling Target's Omnibus Motion to Transfer (Doc. 51) was GRANTED. The Clerk was directed to transfer the case to the United States District Court for the District of Minnesota, Minneapolis Division, and to close the Fort Myers file.