Klein

MEMORANDUM OF OPINION AND ORDER

These actions were commenced in state court on and about May 20, 1988. They allege breaches of fiduciary duties by defendants in connection with a proposed leveraged buy-out. Defendant Amfac, Inc., filed its petition for removal to this Court on June 6, 1988. Plaintiffs have previously moved to remand and Amfac has filed its opposition. While that motion is not currently calendared, the Court has a duty to determine sua sponte whether it has subject matter jurisdiction.

Under 28 U.S.C. § 1441 , this Court has removal jurisdiction based on diversity of cases of which it would have had original jurisdiction. However, 28 U.S.C. § 1441 (b) bars removal of an action on the basis of diversity by a citizen of the forum state. A corporation is deemed a citizen of both the state of its incorporation and the state of its principal place of business. 28 U.S.C. § 1332 (c). Amfac is incorporated under the laws of Hawaii. Until recently it had its principal place of business in California, but over the past few months it has been engaged in liquidating much of its business in California.

The burden of establishing removability is Amfac’s. See, General Atomic…