No. 19-2927 ___________________________

Azarax, Inc.,

lllllllllllllllllllllPlaintiff - Appellant,

v.

William Syverson; Stinson Leonard Street, LLP

lllllllllllllllllllllDefendants - Appellees. ____________

Appeal from United States District Court for the District of Minnesota ____________

Submitted: October 21, 2020 Filed: March 8, 2021 ____________ Before COLLOTON, GRASZ, and STRAS, Circuit Judges. ____________ COLLOTON, Circuit Judge.

Azarax, Inc., brought an action against attorney William Syverson and his law firm, Stinson Leonard Street, LLP, alleging legal malpractice and breach of fiduciary duty. Azarax alleges that the defendants were negligent in their representation of an entity known as Convey Mexico, a Mexican telecommunications company. Azarax asserts that it has claims against the defendants as a successor by merger to Convey Mexico. On a motion for summary judgment, the district court1 ruled that Azarax was not a valid successor in interest to Convey Mexico and therefore lacked standing to sue Syverson and the law firm. We agree with that conclusion and affirm the judgment.

Azarax is a Delaware corporation that is the product of a merger with Azarax Holding Limited, a company of Cyprus. Azarax purports to have acquired the interests of Convey Mexico through a succession of mergers: first, a merger between Convey Mexico and Azarax Holding, and then the merger of Azarax Holding into Azarax.

Azarax alleges that Syverson and his law firm represented Convey Mexico and committed malpractice by stealing a business opportunity—namely, a contract to provide telecommunication services between the United States and Mexico. On that basis, Azarax seeks to recover damages from Syverson and the law firm. The claim is premised entirely on injuries to Convey Mexico before the alleged mergers. Azarax does not assert that it maintained an attorney-client relationship with Syverson or that Syverson did anything that directly injured Azarax.

1 The Honorable John R. Tunheim, Chief Judge, United States District Court for the District of Minnesota.

-2- To establish Article III standing, Azarax must show (1) an injury in fact, (2) a causal relationship between the injury and the challenged conduct, and (3) that the injury likely will be redressed by a favorable decision. Lujan v. Defs. of Wildlife, 504 U.S. 555, 560-61 (1992). As the party invoking federal jurisdiction, Azarax bears the burden to establish these elements, and it must support each element “in the same way as any other matter on which the plaintiff bears the burden of proof.” Id. at 561.

Azarax contends that the defendants caused injury to Convey Mexico, and that Azarax enjoys standing as a successor by merger to Convey Mexico. Whether there was a valid merger between Azarax Holding and Convey Mexico, such that Azarax eventually assumed the legal interests of Convey Mexico, is a principal dispute in this appeal.

Convey Mexico initially was operated by two shareholders, Nicolas Barrera and Arturo Barbosa Nataren. In September 2011, another entity, Wireless Communications Ventures, LLC, agreed to invest one million dollars in Convey Mexico in exchange for a twenty-percent shareholder stake. In connection with that transaction, an entity called MexAm Connect, LLC, received a 4.5% shareholder stake in Convey Mexico.

Syverson prepared a draft shareholder agreement for the restructured entity with signature blocks for the four shareholders. In June 2012, Barrera sent Syverson signed copies of the sha