UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT

August Term 2023

(Argued: October 6, 2023 Decided: November 14, 2023

No. 23-1262

–––––––––––––––––––––––––––––––––––– JONATHAN KRASNER,

Plaintiff-Appellee,

-v.- CEDAR REALTY TRUST, INC., BRUCE J. SCHANZER, GREGG A. GONSALVES, ABRAHAM EISENSTAT, STEVEN G. ROGERS, SABRINA L. KANNER, DARCY D. MORRIS, RICHARD H. ROSS, SHARON STERN, AND WHEELER REAL ESTATE INVESTMENT TRUST, INC.

Defendants-Appellants

–––––––––––––––––––––––––––––––––––– Before: LIVINGSTON, Chief Judge, ROBINSON, and KAHN, Circuit Judges.

Plaintiff-Appellee, Jonathan Krasner, filed a putative shareholder class action complaint in New York State Supreme Court, alleging Maryland state law claims on behalf of himself and all similarly situated preferred stockholders of Cedar Realty Trust, Inc. (“Cedar”), a New York-based corporation incorporated in Maryland, following its August 2022 merger with Wheeler Real Estate Investment Trusts, Inc. (“Wheeler”) (collectively, “Defendants”). The complaint alleges Cedar and its leadership breached fiduciary duties owed to, and a contract with,

1 shareholders such as Krasner, and that Wheeler both aided and abetted the breach and tortiously interfered with the relevant contract. The Defendants collectively removed the case, invoking federal jurisdiction under the Class Action Fairness Act (CAFA), but the United States District Court for the Eastern District of New York (Irizarry, J.) remanded the case to state court after Krasner argued that an exception to CAFA jurisdiction applied to his claims. Following an appeal by the Defendants, we conclude that the “securities-related” exception applies. See 28 U.S.C. §§ 1322(d)(9)(C), 1453(d)(3). Accordingly, the appeal is DISMISSED for lack of federal jurisdiction. FOR PLAINTIFF-APPELLEE: MILES D. SCHREINER, Monteverde & Associates, PC, New York, NY, on behalf of Plaintiff-Appellee Jonathan Krasner. FOR DEFENDANTS-APPELLANTS: JERROLD A. THROPE, Gordon Feinblatt LLC, Baltimore, MD (Kathryn C. Cole, Greenberg Traurig LLP, Garden City, NY, on the brief), on behalf of Defendants-Appellants Cedar Realty Trust, Inc. and Wheeler Real Estate Investment Trust, Inc.

Douglas H. Flaum, Jennifer Burns Luz, Goodwin Procter LLP, New York, NY and Boston, MA, on behalf of Defendants- Appellants Bruce J. Schanzer, Gregg A. Gonsalves, Abraham Eisenstat, Steven G. Rogers, Sabrina L. Kanner, Darcy D. Morris, Richard H. Ross, and Sharon Stern. DEBRA ANN LIVINGSTON, Chief Judge:

In this appeal from an order of the United States District Court for the Eastern District of New York (Irizarry, J.), remanding this putative class action to New York State Supreme Court, we again consider the securities-related exception

2 to the federal jurisdiction conferred by the Class Action Fairness Act of 2005 (“CAFA”). In particular, we consider whether this exception excludes from federal jurisdiction a shareholder class action that as