Forum Non Conveniens in Cross-Border Shareholder Litigation: Limited Deference to a New York Forum and Swiss Forum Adequacy Despite No Class Actions or Jury Trials

Introduction

Stevenson v. Thornburgh (2d Cir. Feb. 3, 2026) arises from the 2023 collapse of Credit Suisse Group AG (“Credit Suisse”), a Swiss bank. Credit Suisse shareholders brought a consolidated putative class action in the Southern District of New York against (i) U.S.-based Credit Suisse subsidiaries, (ii) numerous present and former officers and directors, and (iii) KPMG LLP and certain U.S.-based KPMG personnel.

Plaintiffs alleged that “continuous and systemic mismanagement”—with the “worst” allegedly occurring in New York operations—caused Credit Suisse’s collapse. They asserted three claims: one claim for breach of shareholder statutory duties under multiple provisions of Swiss law (against all defendants), and two claims under the federal Racketeer Influenced and Corrupt Organizations Act (“RICO”) (against most defendants).

The district court dismissed the RICO claims with prejudice and dismissed the Swiss-law claim on forum non conveniens grounds without prejudice to refiling in Switzerland. On appeal, plaintiffs challenged only the forum non conveniens dismissal of the Swiss-law claim.

Note: The Second Circuit issued a summary order, which “do[es] not have precedential effect,” but it illustrates how the Circuit applies established forum non conveniens doctrine.

Summary of the Opinion

The Second Circuit affirmed. Applying the Circuit’s three-step forum non conveniens framework, the court held:

  • The district court did not abuse its broad discretion in according plaintiffs’ New York choice of forum less than substantial deference.
  • Switzerland was an adequate alternative forum even if it lacks U.S.-style class actions and jury trials and even if litigating there is more expensive for plaintiffs.
  • The district court permissibly balanced the private and public interest factors and concluded that the interests of justice favored litigation in Switzerland.
  • The district court did not abuse its discretion in denying a second amendment where plaintiffs were warned, given one amendment opportunity, and did not seek further leave.

Analysis

Precedents Cited

Iragorri v. United Technologies Corp., 274 F.3d 65 (2d Cir. 2001)

Role in the decision: Iragorri supplies the governing standard of review and the “sliding scale” approach to deference. The Second Circuit reiterated that a forum non conveniens dismissal lies within the district court’s “broad discretion” and is overturned only for “clear[] abuse[]” of that discretion. It also emphasized Iragorri’s principle that deference increases with bona fide U.S./forum connections and decreases where the circumstances suggest “forum-shopping,” including seeking a “tactical advantage” from favorable local laws.

How it influenced the outcome: The panel framed plaintiffs’ principal challenge—insufficient deference to a New York forum—through Iragorri’s sliding-scale lens, and upheld the district court’s conclusion that the dispute was “overwhelmingly Swiss” in nature, justifying reduced (but not zero) deference.

Norex Petroleum Ltd. v. Access Indus., Inc., 416 F.3d 146 (2d Cir. 2005)

Role in the decision: Norex provides the Circuit’s three-step forum non conveniens framework: (1) deference to plaintiffs’ choice, (2) adequacy of the alternative forum, and (3) balancing of private/public interests.

How it influenced the outcome: The Second Circuit used Norex to validate the district court’s method and to place plaintiffs’ complaints about cost, class-action unavailability, and jury-trial differences in the correct doctrinal “box”: these concerns usually do not defeat adequacy but may bear on convenience or tactical advantage.

Gulf Oil Corp. v. Gilbert, 330 U.S. 501 (1946)

Role in the decision: Gulf Oil supplies the canonical list of private and public interest factors.

How it influenced the outcome: The Second Circuit held the district court properly evaluated those factors “without giving dispositive weight to any one factor” and permissibly concluded that Switzerland was the superior forum for adjudicating Swiss statutory shareholder-duty claims centered on a Swiss bank.

Aguinda v. Texaco, Inc., 303 F.3d 470 (2d Cir. 2022)

Role in the decision: Cited for the proposition that the absence of class action procedures in the alternative forum does not make that forum inadequate.

How it influenced the outcome: This precedent directly answered plaintiffs’ adequacy argument: Switzerland’s lack of U.S.-style class actions is not an “unavailability” problem that defeats forum non conveniens.

Murray v. British Broad. Corp., 81 F.3d 287 (2d Cir. 1996)

Role in the decision: Murray distinguishes between (i) whether a forum is available/adequate and (ii) whether litigation there is convenient or burdensome.

How it influenced the outcome: The court used Murray to reject plaintiffs’ “financial hardship” theory as an adequacy objection; hardship is typically weighed as a convenience factor, not a categorical bar to dismissal.

Blanco v. Banco Indus. de Venezuela, S.A., 997 F.2d 974 (2d Cir. 1993)

Role in the decision: Blanco articulates a foundational adequacy principle: the “unavailability of beneficial litigation procedures similar to those available” in U.S. federal court does not render an alternative forum inadequate.

How it influenced the outcome: The Second Circuit relied on Blanco to treat the lack of a jury trial and other U.S.-centric procedures as insufficient to defeat Switzerland’s adequacy.

Kim v. Kimm, 884 F.3d 98 (2d Cir. 2018)

Role in the decision: Kim supplies the standard governing leave to amend: Rule 15 is liberal, but the decision is within the district court’s “sound discretion.”

How it influenced the outcome: The court affirmed denial of further amendment where plaintiffs had one opportunity to amend, were warned that another would not be granted, did not request leave, and did not identify what additional facts or legal theories they could add to change the forum non conveniens analysis.

Cattan v. Rohner, 2023 N.Y. Slip Op. 31213, 2023 WL 2868337 (N.Y. Sup. Ct. Apr. 10, 2023)

Role in the decision: Plaintiffs attacked the district court’s reference to Cattan as suggesting forum shopping.

How it influenced the outcome: The Second Circuit treated Cattan as non-dispositive to the district court’s deference analysis. The panel emphasized the district court had already grounded its analysis in the proper Norex/Iragorri factors and only then noted that an inference of forum shopping “might be drawn” from Cattan. The Circuit also noted Cattan differed materially (a derivative suit on behalf of a Swiss entity), weakening plaintiffs’ claim that it “tainted” the analysis.

Legal Reasoning

1) Deference to Plaintiffs’ Choice of Forum

The key appellate dispute was whether the district court improperly discounted plaintiffs’ New York forum choice. The Second Circuit held the district court did what Norex and Iragorri require: it assessed bona fide connections to New York (including plaintiff domiciles, asserted cost/convenience, and the locus of operative facts) and concluded the case’s “conduct at issue and dispute were overwhelmingly Swiss.” Importantly, the district court did not eliminate deference; it found the choice was “not entitled to substantial deference,” which the Circuit deemed a permissible middle position on Iragorri’s sliding scale.

2) Adequate Alternative Forum

Plaintiffs argued Switzerland was inadequate because litigating there would be financially difficult and would deprive them of class actions and jury trials. The Second Circuit rejected that framing. Citing Aguinda, Murray, and Blanco, it reaffirmed that:

  • Not recognizing class actions does not, by itself, deprive plaintiffs of an “effective alternative forum.”
  • Financial hardship generally goes to convenience, not to the existence of an available forum.
  • Procedural differences (including no jury trial) do not render an otherwise competent forum inadequate.

The doctrinal move here is significant: the court preserved the “adequacy” inquiry as a threshold question about whether the forum can hear the dispute at all, rather than letting U.S.-procedure comparisons collapse adequacy into a merits- or advantage-based test.

3) Private and Public Interest Balancing

Applying Gulf Oil’s factors, the Second Circuit endorsed the district court’s holistic balancing and its conclusion that “the interests of justice favor litigation in Switzerland.” Although the summary order does not recite each factor in detail, its approval signals two themes typical in transnational corporate-governance disputes:

  • Public interests: Switzerland’s strong regulatory and sovereign interest in adjudicating alleged breaches of Swiss statutory duties owed by/related to a Swiss bank, and the U.S. court’s interest in avoiding complex application of foreign law where the dispute is fundamentally foreign.
  • Private interests: Practical litigation considerations—likely including access to witnesses, documents, and proof tied to Swiss corporate decisionmaking—support the Swiss forum despite U.S. allegations of significant New York-based misconduct.

4) Denial of Further Leave to Amend

The Circuit treated this as a straightforward application of discretionary management under Kim v. Kimm. Plaintiffs were instructed to amend once in anticipation of a forum non conveniens motion; the court warned no second amendment would be granted; and plaintiffs never moved for leave nor identified proposed new allegations that could change the forum analysis. Under those circumstances, affirmance aligns with the principle that Rule 15’s liberality does not require courts to invite serial amendments absent a concrete proffer.

Impact

  • Reinforces the “procedural differences are not inadequacy” rule: By relying on Aguinda and Blanco, the order underscores that plaintiffs cannot defeat forum non conveniens simply by pointing to the absence of class actions, jury trials, or other U.S.-favored procedures abroad.
  • Encourages home-forum adjudication of foreign corporate-governance claims: Where the claim arises under foreign shareholder-duty statutes and concerns a foreign issuer, courts may treat the dispute as “overwhelmingly” foreign even if substantial alleged conduct occurred in New York operations.
  • Signals disciplined compartmentalization of the forum non conveniens steps: Cost and litigation-features arguments are channeled into deference and balancing, not adequacy. This makes it harder to repackage “we lose U.S. litigation advantages” as “no alternative forum.”
  • Practical guidance on amendment strategy: Parties opposing forum non conveniens should timely seek leave to amend and proffer specific additional allegations that could alter deference, adequacy, or the balancing—otherwise appellate review will be deferential.

Complex Concepts Simplified

  • Forum non conveniens: A doctrine allowing a court to dismiss a case—even if it has jurisdiction—when another forum is substantially more appropriate.
  • “Sliding scale” deference (from Iragorri): A plaintiff’s chosen forum gets more respect when the choice appears genuinely convenient and connected to the dispute, and less when it appears tactical or weakly connected.
  • Adequate alternative forum: Not a promise of identical procedures or outcomes; it generally means the other forum can hear the case and provide some meaningful remedy.
  • Public vs. private interest factors (from Gulf Oil): “Private” factors concern litigant convenience (proof, witnesses, cost); “public” factors concern systemic interests (local interest in the dispute, court congestion, and the burden of applying foreign law).
  • With prejudice vs. without prejudice: “With prejudice” ends the claim permanently in that court system; “without prejudice” allows refiling (here, in Switzerland).
  • Leave to amend: Courts often allow amendments, but a party generally must ask for it and indicate what new facts or claims would be added and why that matters.

Conclusion

Stevenson v. Thornburgh affirms a forum non conveniens dismissal of Swiss-law shareholder-duty claims arising from the collapse of a Swiss bank, holding that the district court acted within its broad discretion in (i) according limited deference to a New York forum, (ii) treating Switzerland as an adequate forum despite the absence of U.S.-style class actions, jury trials, and despite alleged financial hardship, and (iii) balancing Gulf Oil factors in favor of Swiss litigation. The decision’s central takeaway is doctrinal discipline: differences in procedural advantages rarely defeat adequacy and are instead weighed—if at all—within deference and convenience/equities balancing.