Ninth Circuit Opinion: Bankruptcy Jurisdiction and Corporate Authority

FOR PUBLICAT ION UNITE D STATES COURT OF APPE ALS FOR THE NI NTH CIR CUIT IN RE: PARKS DIVERSIFIED, L.P., DEBTOR TALON DIVERS IFIED HOLD INGS INC.; NORTH VALLEY M ALL II, LLC; NORTH VALLEY REGIONAL CENTER LLC; PARKS DIVE RSIFIED, LP; RICHARD PARKS, individually and as trustee of the Parks Family Trust; LUCIA PARKS, individually and as trustee of the Parks Family Trust, Plaintiffs - Appellants, v. MARC FORSYTHE, an individual; GOE FORSYTHE & H ODGES, LLP, a limited lia bility par tnership, Defendants - Appell ees, and KIMURA LONDON AN D WHITE, LLP, a Calif ornia limited lia bilit y partnership, LINDA WONG, an No. 24-5516 D.C. No. 8:24- cv -00227- SVW OPINION

2 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE individual, MICHAEL S. LEBOFF, an individual, WILLIAM LONDON, an individual, DAVID KLEIN, an individual, DARRELL P. WHITE, an individual, KLEIN & WILSON, an entity of form unknown, MAXX SHARP, an individual, TODD B. BECKER, an individual, Defendants. IN RE: PARKS DIVERSIFIED, L.P., DEBTOR TALON DIVERS IFIED HOLD INGS INC.; NORTH VALLEY M ALL II, LLC; NORTH VALLEY REGIONAL CENTER LLC; PARKS DIVE RSIFIED, LP; RICHARD PARKS, individually and as trustee of the Parks Family Trust; LUCIA PARKS, individually and as trustee of the Parks Family Trust, Plaintiffs - Appellants, v. DAVID KLE IN; MARC FORSYTHE, an individual; GOE FORSYTHE & HODG ES, LLP, a limited liabili ty No. 24-5517 D.C. No. 8:23- cv -02230- SVW

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 3 partnership;MICHAEL S. LEBOFF, an individual; KLEIN & WILSON, an entity of form unknown; DARRELL P. WHITE, an individual; WILLIAM LONDON, an individual; MAXX SHARP, an individual; KIMURA LONDON AN D WHITE, LLP, a Calif ornia limited lia bility partnership; LINDA WONG, an individual; TODD B. BECKER, an individual, Defendants - Appell ees. TALON DIVERS IFIED HOLD INGS INC.; NORTH VALLEY MALL II, LLC; NORTH VALLEY REGIONAL CENTER L LC; P ARKS DIVERSIFIED, LP; RICHARD PARKS; LUCIA PARKS, Plaintiffs - Appel lees, v. DAVID KLE IN, Defendant - Appellant, and MARC FORSYT HE, GOE No. 24-5911 D.C. No. 8:23- cv -02230- SVW

4 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE FORSYTHE & HODG ES, LLP, MICHAEL S. LEB OFF, KLE IN & WILSON, DARRELL P. WHITE, WILLIAM LONDO N, MAXX SHARP, KIMURA LO NDON AND WHITE, LLP, L INDA WONG, TODD B. BECKER, Defendants. TALON DIVERS IFIED HOLD INGS INC.; NORTH VALLEY MALL II, LLC; NORTH VALLEY REGIONAL CENTER L LC; P ARKS DIVERSIFIED, LP; RICHARD PARKS; LUCIA PARKS, Plaintiffs - Appel lees, v. DARRELL P. WHITE; W ILLIAM LONDON; MAXX S HARP; KIMURA LONDON AN D WHITE, LLP, Defendants - Appellants, and DAVID KLE IN, MARC FORSYTHE, GOE FORSYTHE & No. 24-5918 D.C. No. 8:23- cv -02230- SVW

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 5 HODGES, LLP, M ICHAEL S. LEBOFF, KLE IN & WILSON, LINDA WONG, TO DD B. BECKER, Defendants. TALON DIVERS IFIED HOLD INGS INC.; NORTH VALLEY MALL II, LLC; NORTH VALLEY REGIONAL CENTER L LC; P ARKS DIVERSIFIED, LP; RICHARD PARKS; LUCIA PARKS, Plaintiffs - Appel lees, v. TODD B. BECKER, Defendant - Appellant, and DAVID KLE IN, MARC FORSYTHE, GOE FORSYTHE & HODGES, LLP, M ICHAEL S. LEBOFF, KLE IN & WILSON, DARRELL P. WHITE, W ILLIAM LONDON, MAXX S HARP, KIMURA LONDON AN D WHITE, LLP, LINDA WONG, No. 24-5920 D.C. No. 8:23- cv -02230- SVW

6 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE Defendants. TALON DIVERS IFIED HOLD INGS INC.; NORTH VALLEY MALL II, LLC; NORTH VALLEY REGIONAL CENTER L LC; P ARKS DIVERSIFIED, LP; RICHARD PARKS, individually and as trustee of the Par ks Family Trust; LU CIA PARKS, individually and as trustee of the Parks Family Trust, Plaintiffs - Appellants, v. DAVID KLEIN, an individual; MARC FORSYTHE, an individual; GOE FORSYTHE & H ODGES, LLP, a limited lia bility par tnership; MICHAEL S. LEB OFF, an individual; KLEIN & WILSON, an entity of form unknown; DARREL L P. WHITE, an individual; WILLIAM LONDON, an ind ividual; MAXX SHARP, an individual; KIMURA LONDON AND WHITE, LLP, a California limited liabilit y partnership; LINDA WONG, an individual; TODD B. BECKER, an individual, No. 24-6314 D.C. No. 8:23- cv -02230- SVW

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 7 Defendants - Appell ees. IN RE: PARKS, DIVERSIFIED, L.P., DEBTOR TALON DIVERS IFIED HOLD INGS INC.; NORTH VALLEY M ALL II, LLC; NORTH VALLEY REGIONAL CENTER LLC; PARKS DIVE RSIFIED, LP; RICHARD PARKS; LUCIA PARKS, Plaintiffs - Appellants, v. DAVID KLE IN; MARC FORSYTHE; GOE FOR SYTHE & HODGES, LLP; MICHAEL S. LEBO FF; KLE IN & WILSON; DARRELL P. WHITE; W ILL IA M LONDON; MAXX SHA RP; KIMURA LONDON AN D WHITE, LLP; LINDA WONG; T ODD B. BECKER, Defendants - Appell ees. No. 24-6638 D.C. No. 8:24- cv -00228- SVW Appeal f rom the United States Distr ict Court for the Central Distric t of California Stephen V. Wilson, District Ju dge, Presiding

8 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE Argued and Submitted February 9, 2026 Pasaden a, Californi a Filed March 3, 2026 Before: John B. Owens, Lawrence VanDyke, and Holly A. Thomas, Circuit Judges. Opinion by Judge VanDyke SUMMARY * Bankruptc y The panel affirmed the district cour t’s judgment affirming in part the bankruptc y court’s dismissal of an adversary proceeding brought by Richard and L ucia Parks, their fa mily real -esta te business P arks Diversified, L.P., and several r elated en titi es agai n st the Parkses’ son David Klein and other defendants. Klein, through the law firm Goe Forsythe & Hodges LLP, filed a voluntary chapter 11 bankruptcy petition on behalf of Parks Diversified. The Parkses contended that the petition was filed improperly without their consent, but, under a stipulation, the parties agreed to dismissal of the bankruptcy case in exchange for the Parkses’ waiver of certain cl aims. The Parkses, however, along with Parks Diversi fied and rel ated en titl es, later filed a stat e court * This s ummary consti tutes no par t of the opi nion of the c ourt. It ha s been pre pared by c ourt staff for the convenie nce of t he reader.

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 9 complaint against Klein and others. At defendant Goe Forsythe’s request, the bankruptcy court reopened the Parks Diversified bankruptcy case, and Goe Forsythe re moved the state - cour t complaint to t he bankruptcy court. The bankruptcy court granted defenda nts’ motion s to dismiss for failure to state a claim and their spec ial motions to strike. Plaintiffs appealed t o the district court, which held that the bankruptcy court had subject - matter jurisdictio n over the bankruptcy c ase because corporate authority to file a bankruptcy is not a question of subject - matter jurisdiction. The district court held that the bankr uptcy court therefor e had sub ject - m atter jurisdiction to appr ove the stipulation and to enforce that stipulation by dismissing claims in the remov ed proceeding. The district court remanded t he cas e to t he bankrup tcy co urt to v acate any orders that the bankruptcy court lac ked jurisdiction to enter and to remand to state court claims over which the bankruptcy court lacked jurisdiction. The panel concluded that the Court of Appeals had jurisdiction because the district court’s or der was final under the four - factor test from In re Emer y. The need to avoid piecemea l litigation and judic ial effic iency favore d jurisdiction. The need t o avoid piecemeal litigation and judicial e fficienc y favored jurisdiction. The sys temic interest in preserving the bankruptcy court’s role as a finder of fact was preserved by exercising jurisdiction because the panel’ s analysis of the merits of this appe al required no factfinding. Although the parties did not show that delaying review wou ld cau se ir reparabl e harm, the f actors as a who le favored the conclusion that the district court’s juri sdictional order was “final” under the pr agmatic In r e E mery approach. Agreeing with the Second and Thir d Circuits, the panel held that if an individual files a voluntary chapter 11

10 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE bankruptcy petition purportedly on behalf of an entity but lacks the requisite authority to do so, the bankruptcy court is not deprived of subject - matter jurisdictio n over the bankruptcy case. Corpor ate authority to file for ba nkruptcy, while impor tant an d mandatory, is not jurisdictional. The panel concluded that Price v. Gur ney, 324 U.S. 1 00 (1945), which he ld that if a district c ourt deter mines that a bankruptcy petition was filed without corporate authority, it must dismiss the petition, did not provi de a rule o f subject - matter jur isdiction. The p anel ther efore af firm ed th e distri ct court’s conclusion that the bankruptcy court had subject - matter jur isdiction notwi thstanding Kle in’s authority to file the bankruptcy petition. The pan el stat ed that i t wo uld deci de othe r iss ues rai sed by the parties in a subsequent disposition. COUNSEL Michael G. Dawe (argued), Vincent S. Choi, an d Tom R. Normandin, Prenovost Normandin Dawe & Rocha, Santa Ana, Calif ornia, for Plaintif fs -Appellants. Ethan T. Boyer (argued), James R. Lance, and Genevieve M. Sauter, Noonan Lance Boyer & Banach LLP, S an Diego, California; Gregory B. Emdee (argued) and Ja mes J. Kjar, Kjar McKenna & Stockalper LLP, El Segundo, Ca lifornia; Paul A. Grammat ico (argued), Gram m atico Law F irm, Glendal e, Cali forni a; Jef frey D. Cawdr ey, A ndrea K. Williams, and Kathryn M.S. Catherwood, Gordon Ree s Skully Mansukhani LLP, San Diego, Califo rnia; David Klein, Pro Se, San Juan Capistrano, California; Kyra E. Andrassy, Raines Feldman Litt rell L LP, Newp ort B each,

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 11 California; John J. Immordino, Wilson Elser Moskowitz Edelman & Dicker LLP, Los Angeles, California; for Defend ants - Appel lees. OPINION VANDYKE, Circuit Judge: There’s an old proverb that “blood runs thicker than water.” P erhaps. But this c ase illustra tes that, a t least sometimes, money trumps both. Family bonds notwithstanding, when gree d, money, and power get in the way — as they did here — the most bitter forms of discord and resentm ent can result. This cas e invol ves a y earslong family feud bet ween Appell ants Ri chard and Lucia P arks (“th e Park ses”) an d their son, Appellee/Cross - Appella nt David Klein (“K lein”), over control of a family real - e state business, Appell ant Parks Diversified, L.P. (“Parks Di versi fied”), and s ever al relat ed entities. I t ostensibly all started in bankruptcy court, when Klein — purportedly on be half of Parks Diversified — fil ed a chapter 11 bankruptcy petition. But the Parkse s claimed that they were the only genera l partners of Parks Diversified, that Klein had no authority to file the bankruptcy pe tit ion, and that Klein f iled the petiti on as par t of a fraudule nt scheme to divest his parents of their real - estat e interest s. The petition stayed mostly still in bankruptcy court for months unti l the parties a greed to dismis s it, with the q uestion of Klein’s authority— or lack th ereo f —still unresolved. Today, we’re not tasked with deciding the cent ral is sue of who owns what. Instead, we must answer a narro wer,

12 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE more esoteric question: if an individual fi les a voluntary chapter 11 bankruptcy petition purportedly on behalf of an entity but lacks the req uisite authority to do so, does the bankruptcy court lack subject - ma tter jurisdictio n over the bankruptcy case? The bankruptcy court and district court both said “no.” Joining the reasoning of two other circuits, 1 and dec lining to create a circ uit split, we agree. Corporate authority to file for ba nkruptcy — while importa nt and mandatory— is not jurisd ictional. We affirm the c onclusion of the district court that the bankruptcy court had subject - matter ju risdiction notwithsta nding Klein’ s authority to file the bankruptcy petition. 2 I. Bac kground A. Act I: 3 Parks D iversifi ed fil es for ba nkru ptcy — o r does i t? The curtain of this case rose on June 22, 2021, when Klein, through the law firm of Goe Forsythe & Hodges LLP (“Goe Fo rsyt he”), filed a voluntary chapter 11 b ankruptcy petition on behalf of Parks Diversified in the United States Bankruptcy Court for the Central District of Califo rnia. The bankruptcy- petition form required “[a]n individual who is authorized to act on beha lf of” Parks Diversified to sign. Klein signed, purportedly in his capacity as a “General 1 See New Haven Radio, Inc. v. Meister (In re Ma rtin - Trigona), 760 F.2d 1334, 1 340 (2d C ir. 1985); Protopap as v. Bre nntag A G (In re Whittaker Clar k & Daniels Inc.), 152 F.4th 432, 443 (3d C ir. 2025). 2 The parties raise several other issues on appeal. We will decide those issues in a subsequent di sposit ion. 3 Though some readers might find The Tale o f the P arks Di versifi ed Bankruptc y to be sl ightly le ss absor bing than a Shakes pearean dra ma, the district c ourt and the parties refer r ed to t he vari ous sta ges of th is case in thes pian terms. For cons istency, we do the s ame.

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 13 Partner” of P arks Dive rsified. A week after the petition was filed, Parks Diversified moved to employ Goe Forsythe a s General Counsel. Klein signed the corresponding application on behalf of Parks Diversified, once again as G eneral P artner. Th e Pa rkses opposed the motion, arguing that “[c]ounsel should not be employed … because [the] bankruptcy case was not authorized to be filed.” The Parkses cont ended th at th ey we re “th e co - founders and 97 % interes t - holders” of Parks Diversified and that the bankruptc y petition “was filed without [their] co nsent and approval … in bad faith as an imprope r litigation tac tic.” Parks Diversified also moved (a gain, via Klein, as “General Partner ”) to ap poin t the law firm Kle in & Wilson (“K&W”) as special litigation counsel. The Parkses opposed this motion too — they ar gued, once again, that bot h the bankruptcy filing and the motion were una uthorized. They also argued that K&W would have a conflict of interest because it repres ented Klei n in th e n- pending state -court litigation. Before the motion was gra nted, K&W filed, on Parks Diversified’s behalf, an adversary complaint against t he Parkses alleging, among other things, that the Parkses had “improperly siphoned off a substantial amount of money from [Parks Diversified], which was improperly classified as ‘loans’ to [the Parkses],” in violation of the partnership agreem ent. Before the bankruptc y court ruled on the motions to appoint counsel, the Parkses moved to dis miss the bankruptcy case, or convert it to a ch apter 7 case, for cause under 11 U.S.C. § 1112(b). The Parkses r aised a multitude of arguments in their motion, including that “[t]he bankruptcy case was filed without authorization from the partners of” Parks Diver sified and “[w as] therefo re a legal nullity[] and a fraud on the Court.” The Parkses didn’t

14 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE explicitly argue that the court lacked subject - matter jurisdiction — just that the case should be dismissed for cause, or alternatively, c onverted to chapter 7. The bankruptcy court denied the motion “insofar as it request[ed] di smiss al of th e case,” b ut th e den ial was “expressly without prejudice.” The court then granted the motions to employ Goe F orsythe as general counsel and K&W as spe cial litigation c ounsel. The Parkses once again moved to dismiss for cause. Once again, the Parkses raised a host of a rguments in support of dismissal, including that “the pe tition was unauthorized.” But before the bankruptcy court could rule on the motion or otherwi se decid e wh ether the bankruptcy petit ion was unauthorized, the Parkses got the dismiss al tha t the y wished for. Only it came at a cost: under a stipulation, the parties (including the Parkses) agreed to dismiss th e case in exchang e for t he Pa rkses ’ waiv er of cl aims again st Goe Forsythe and K&W. T he bankruptcy court approved the stipulation and dismis sed the case. B. Act II: The Park ses str ike b ack, i n state court, un til the c ase is remov ed back to bankr uptcy c ourt and dismissed. But it appears th at the P arkses exp erienced buy er ’s remorse over the stipulation. Eleven months after the Parkses seeming ly agree d to a ceasef ire, they, along with Parks Di versifi ed and related entitie s, filed a co mplaint in California Superior Court. The defendants of the sprawling state - cour t complaint inc luded Klein, Goe Fo rsyth e, K&W, and others. The complaint accused Klein of orchestrating a scheme (wi th help from the other defendants) to strip the Parkses of their interest in Parks Diver sified and the other plaintiff e ntities by hijac king Parks Diversified and, among

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 15 other things, filing the bankruptcy petition without authority. The complaint enumer at ed claims for d ecla rator y relie f, breach o f fid uciary dut y, legal malpr actice, breach of contract, conversion, elder abuse, and intentional infliction of emotiona l distress. At Goe Forsythe’s request, the bankruptcy court reopened the Parks Diversified bankruptcy case. The next day, Goe Forsythe r emoved the state - court complaint to the bankruptcy court. Ten days after that, the bankruptcy court scheduled a hea ring and ordered counsel to appear a nd “show cause why the Court should not abstain and remand the case. ” At th e hearin g, P laint iffs’ cou nsel argu ed th at the bankruptcy court “never had jurisdiction over any bankruptcy of Parks Diver sified” because Klein lacked the auth ority to file the petition. The bankruptcy c ourt rejected that argument, reasoning that the authority issue was a “nuanced question,” but not a “jurisdictional question.” The court decl ined t o reman d th e case. Goe Forsythe, K&W, and Klein all moved to dismi ss the claims ag ainst them for f ailure to state a claim, and they a lso filed spe cial motions to strik e under Calif ornia’s anti - SLAPP statute. In response, Plaintiffs moved to remand the case t o state court. The court held a hearing on the motions. At t he hearing, Plaintiffs’ counsel raised the authority issue again and contend ed that “wheth er M r. Klein had aut horit y” was a k ey question in determining whether the court had subject - matter jurisdiction. The bankruptcy court asked Plaintiffs’ counsel whether the bankruptc y court was req uired t o determi ne the authority issue before approving the Act I stipulation. “No, ” Plaintiffs’ counsel answered, “I think the Court did what that stipulation would have mandated.”

16 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE The bankruptcy court proceeded to deny the motion to remand and to grant, without leave to amend, the motions to dismiss and special motions to strike filed by Goe Forsythe, K&W, and Klein. Plaintiffs appealed to the di st rict cou rt, and the Act II curtai n fell. C. Act III: T he di strict court rej ects App ell ants’ argume nt that t he author ity issue is jurisdi ctional. On appeal to the district court, Appellan ts ch alleng ed the bankruptcy- court orders granting the defendants’ motions to dismiss and spe cial motion s to strike. The district cour t held that the bankruptcy court had overstepp ed the bounds of its “core” j urisdi ction an d anci llary jurisdiction when it resolved the A ct II cl aims against Klein an d ot her defen dants who were not signatories to the Act I dismissal. But the court held that the bankruptcy court did have s ubject - matter jurisdiction over the Act I bankr uptcy cas e becaus e “[c]orporate authority to file a bankruptc y is not a question of subjec t matter jurisdiction.” From that conclusion, t he cour t determ ined that the bankruptcy court possessed subject - matter jurisdiction to approve the Act I s tipulation and to enforce that stipulation by dism issing t he Act II claims against Goe Forsythe and K&W. The district court remanded the case to the bankruptcy court with instructions to vacate an y orders that the bankruptcy court lacked jurisdiction to enter (as determined by the distric t court) and to reman d claims over which the bankruptcy court lacked jurisdiction to state court. The Parks es, Parks Diversi fied, and the relat ed enti ties ap pealed. And now, Act IV.

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 17 II. Jurisdiction We have “an independent duty to examine our [own] subject ma tter jurisdictio n,” even if the par ties do n’t rais e the issue. In re Emery, 317 F.3d 1064, 1068 (9th Cir. 2003) (per curiam). We have jurisdiction to determine whethe r we have jurisdiction, and we review our own jurisdiction de novo. See Hernandez v. Ashcroft, 345 F.3d 824, 833 n.5 (9th Cir. 2003); Silver Sage Partners, Ltd. v. City of D esert Hot Springs (In re City of Desert Hot Spri ngs), 339 F.3d 782, 787 (9th Cir. 2003). We have “jur isdiction of appeals from all final decisions, judgments, orders, and decrees entered” by a district court on an appeal from a bankruptcy judge’s decision. 28 U.S.C. § 158(d)(1); see also 28 U.S.C. § 158(a). Ninth Circuit cases have es tabli shed two differ ent t ests for wh ether a district - c ourt order resolving an appeal from a bankr uptcy court is final. Under the test from SS Farms, LL C v. Sharp (In re SK Foods, L.P.), the f inality of the dis trict - court order hinges on the finality of the unde rlying bankruptcy -court order. 676 F.3d 798, 801 – 02 (9th Cir. 2012). I n contrast, the test fr om In re Emery takes a “ prag matic ap proach t o finali ty” by “b alanc[i ng] sever al pol icies”: “(1) t he need to avoid piec emeal litigation; (2) judicial effic iency; (3) the systematic interest in preserving the ba nkruptcy court’s role as a finde r of fact; and (4) whether delaying review would cause irreparable harm.” 317 F.3d at 1068 (citing Scovi s v. Henrich sen (In r e Scov is), 249 F.3d 975, 980 (9th Cir. 2001)). Whe re, as her e, the dis trict cou rt remand s th e case to the bankruptcy court, we apply the four - fact or test fro m In re Emery. See Gugliuzza v. Fed. Trade Comm’n (In re Gugliuzza), 852 F.3d 884, 894 (9th Cir. 2017).

18 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE A. The fi rst In re Emery fa ctor Analysis of the first In re Emery factor l argely depends on the task charged to the bankruptcy court on remand from the district court. When the district court r emands to the bankruptcy court “to engage in ‘further fact - finding’” before entering judgment, then the first fac tor disfavors jurisdiction in this court. Sahagun v. Landmark Fence Co., Inc. (In r e Landmark Fence Co., Inc.), 801 F.3d 1099, 1103 (9th Cir. 2015). But “if all that rem ains to do on remand is a purely mechanical or computational task such that the proceedings on remand are highly unlikely to generate a new appeal or to affect t he issu e that t he disappointed party wants to raise on appeal, then immediately deciding the issue wi ll save time without raising the spect re of p iecemeal appeal s.” Sax man v. Educ. Credit Mgmt. Corp. (In re Saxman), 325 F.3d 1168, 1172 (9th Cir. 2003) (citation modified); see also Scholz v. United States Tr. (In re Scholz), 699 F.3d 1167, 1171 (9th Cir. 2012) (finding that th e first fact or fav ored app ellate jurisdiction where “the bankruptcy court’s task on remand would have been primarily a computational one ”). Here, the district court charged the bankruptcy court with a “purely m echani cal” t ask on rem and: vacat e an y orders that the bankruptcy court lacked jurisdiction to enter (consiste nt with the distric t court’s jur isdictional ana lysis), and remand any re maini ng claims to state court. In re Saxman, 325 F.3d at 1172. Nothing in the district -c ourt order requires the bankruptcy court to engage in any further fact finding. Cf. In re G ugliuzza, 852 F.3d at 898 (dismissing fo r lack of jur isdiction where “the di st rict court remanded the case to the bankruptcy cou rt for fact -finding on a central issu e”); In re Landmark Fence, 801 F.3d at 1103. All the bankruptcy court would need to do is apply the distric t - court order, which clearly and definiti vely

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 19 delineated the scope of the bankruptcy court’s ancillary jurisdiction, to each order that f ell out side th e sco pe of th at jurisdiction. For the same reason, it is “highly unlikely” that th e proceedings on remand to the bankruptcy court would “generat e a new ap peal” or affect the is sue of wheth er the bankruptcy court lacked subject - matter jur isdiction over the Act I cas e. In re Saxman, 325 F.3d at 1172. Remand to state court is the only thing that the bankruptcy court wo uld do on remand i f we d eclined t o exer cise j urisdi ction, so a new appeal li kely wouldn’t raise any issues not already raised here. Thus, the need - to -avoid- piecem eal - litig atio n factor favors jurisdiction. B. The second In re Emery factor Our jurisprudence is uncle ar on the role of the second In re Emery factor in the appe llate - jurisdic tion analysis. I n 2015, the Supreme Court decided Bullard v. Blue Hills Bank, 575 U.S. 49 6 (2015), and ruled that a bankruptcy-court ord er denying confirmation of a Chapter 13 plan is not “final” and thus not immediately appealable. Two years later, a panel of our court drew the following inference from Bullard: [A]lthough the Supreme Court gave weight to considerations regarding the efficiency of the judicial process, it chose not to adopt a case -by- cas e appro ach to this i ssue. R ather than eval uate whet her th e appeal of a s pecific ruling would be efficient in a particular case, the Court adopte d the g eneral princi ple th at only decisions that alter t he status quo or fix the parties’ rights and obligations could be appealed. The Court focused on ensuring “a

20 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE meaningful constraint on the availability of appellate review” as opposed to expanding the universe of appealable interlocutory orders. In re Gugliuzza, 852 F. 3d at 897 (footnote and citations omitted); but see State Bar of Nev. v. Wike (In re Wike), 145 F.4th 1221, 1226 (9th Cir. 2025) (f inding appellate jurisdiction in p art b ecau se “it wou ld b e fa r more efficien t” for the c ourt to resolve the a ppeal immediately). W e need not resolve this apparent tension, because judi cial effi ciency and Gugliuzza ’s “g ener al princi ple” bot h favor appellate jurisdiction here. To the extent that judi cia l effici ency m atters, it i s served by exercising jurisdiction in this ca se for th e same reason s that the first Emery fact or favors jurisdiction — t he risk of piecemea l litigation would be g reater if we wer e to decline to exe rcise jurisdic tion, and piec emeal litiga tion is gene rally ineffic ient. See, e.g., O cwen Loan Servicing, LLC v. Marino (In re Marino), 949 F. 3d 483, 487 (9th Cir. 2020) (addressing the first two Emery factors simultane ously). To the ex tent that c ase -by- cas e judi cial eff icie ncy is irrelevan t, the district court’s or der satisfies the alternative standard that In re Gugliuzza articulated. Indeed, the district court’s rejection of the appellants’ jurisdictional arg uments “fix[ed] the parties’ rights and obligations ” by effect ively blessing the Act I stipulation and the Act III dismissal, without leave to amend, of the claims against Goe F orsythe and K&W. I n re Gugliu zza, 852 F.3d at 897. Either way, the judicia l -efficiency factor favors jurisdiction.

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 21 C. The thir d and fourt h In re Emery fac tors Our analysis of th e merits of th is appeal re quir es no fact -finding, so the “sys tematic interest in preserving the bankruptcy court’s role as a finder of f act” is preserved by exercising jurisdiction. In r e Emery, 317 F.3d at 1068. And although the parties fail t o identify any “irreparable harm” that “delaying review would cause,” th e facto rs as a whol e favor the conclusion that the district court’s juri sdictional order is “final” under the pragmatic approach. Id. We thus proceed to the merits of the issue before us. 4 III. Standard of Review We review the scope of the bank ruptcy court’s subject - matter jurisdiction de novo. See Piombo Corp. v. Castlerock Props. (In re Castlerock Props.), 781 F.2d 159, 161 (9th Cir. 1986). IV. Discussion “In determining the scope of a bankruptcy court’s jurisdiction, our analysis begins with the statutory scheme because the ‘jurisdiction of the bankruptcy courts, like that of other federal cour ts, is grounded in, and li mited by, statu te.’” Battle Ground Plaza, LLC v. Ray (In re Ray), 624 F.3d 1124, 1130 (9th Cir. 2010) (quoting Celotex Co rp. v. Edwards, 514 U.S. 300, 307 (1995)). Federal law gives “original and exclusive jurisdiction of all cases under title 11” and “original but not exclusive jurisdictio n of all c ivil proceedings arising under title 11, or arising in or related to cases under title 11” to “the district courts.” 28 U.S.C. § 1334 (a), (b). But t he “district court may provide that any 4 We do not dec ide whether w e have juris diction over any of the ot her remaining iss ues on a ppeal that wi ll be addres sed in a subseque nt disposition.

22 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE or all” o f thes e cases o r proc eeding s “be re ferr ed to t he bankruptcy judges for the district.” 28 U.S.C. § 15 7(a). The United State s District Court for the Ce ntral D istrict of Califo rnia has referr ed cas es and proc eeding s to the bankruptcy judges for the district to the fulle st extent allowed under section 157. See In the Mat ter of Refer ence of Cases and Proceedings to the Bankruptcy Judge s of the Central District of California, and Reference of Appeals to the Bankruptcy Appellate Panel, Gen. Orde r No. 13-05, at 1 (C.D. Cal. July 1, 2013). Appellants propose that there is anothe r limit on bankruptcy jurisdiction — one outside the statutory framework. They argue that the Supreme Court’s decision in Price v. Gurn ey, 324 U.S. 100 (1945), not only “lim its Bankruptcy Court authority over an unauthorized bankruptcy filing to the dismi ssal of the bankruptcy” but that that limit is grounded in subj ect - matte r jurisdiction. We disagree t hat Pri ce provides a rule of subjec t - matter jurisdiction. And although the Pric e rule is mandatory, it doesn’t provide a basis for r eversing or vacating any of the orders below, even if we assume, without deciding, that Klein file d the chapter 11 petition with out the authority of Parks Di versifi ed. A. Price do es not p rovide a ru le of sub ject - ma tter jurisdictio n. In Price, the Supreme Court expounded on the principle that “the initiation of [bankruptcy] proceedings, like the run of corp orate activitie s, is left to the c orporation itse lf, i.e. to those who have the power of mana gement.” 324 U.S. at 104. In that cas e, Western Tool & Manufacturing Co., a corporation with over 1,000 shar es of stock, defaulted on interest payments on bonds, so the bondholders effectively

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 23 controlled the company. Id. at 101. The bondhol ders also had a lien on the company’s property. Id. They petitioned, in state court, to foreclose on the lien, and they obtained a six - figure judgment. Id. James Gurney, who owned seven shares of stock and re presented other stockholders, filed, in federal d istrict court, a petition for bankruptcy relief in the company’s name. 5 Id. at 102. Gurney argued that the company ’s liabi liti es exce eded its assets and th at reorganization was necessary to preserve the stoc kholders’ equity in the company, and he allege d that he had attempted to convince the company’s management to file the bank ruptcy petition to no avail. Id. Th e bondholders and corporation moved to dismiss the bankruptcy petition as unauthorized, and the district court granted the motion. Id. at 103. The court of appeals reversed. Id. The Supreme Court reversed the c ourt of appeals. Id. at 107. First, the Court explained that the petition di dn’t qualify as an involuntary petition — which, at the time, could be filed by “three or more creditors who [had] claims … i n the aggregate” of at lea st $5,000 — because stocks didn’t count as “clai ms.” Id. at 103. Next, th e Court turned to Gurney’s argument that the bankruptcy w as necessary to overcome the company management’s breach of trust against the stockholders and that the bankruptcy could pr oceed “under the familiar rules governing derivative actions.” Id. at 104. The b ankruptcy case was not a derivative action, the Court explaine d, because it was “not a suit to enforce or protect a corporate right” o r “to protect the interests of [the stockholders] a s stockholders.” Id. at 105. 5 Congress didn’t es tablish ba nkruptcy cou rts unti l 1978, over t hirty years after Price was decided. See N. Pi peline Const r. Co. v. Mar athon Pipe Li ne Co., 458 U.S. 50, 52 – 53 (1982).

24 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE The Court held that the district c ourt could not enter tain Gurney’s claim s becaus e if the distric t court dete rmine d tha t a bankruptcy petition was filed without corporate authority, “ it ha [d] no alternative but to dismiss th e petition. ” Id. at 105–06. T he Court couched its ruling in jurisdictional t erms, using language that Appellants repeatedly emphasize in their opening brief. The Court stated that there was “no … basi s of federal jurisdiction” and that “under the Bankruptcy Act the power of the court to shift the management of a corporation from one group to another, to settle intracorporate disputes, and to adjust intracorporate claims is strictly limite d to those situations w here a petition has been approved.” Id. at 105 – 06. It further explained that “nowhere is there any indication that Congress bestowed on the bankruptcy court jurisdiction to determine tha t those who in fact do not have the au thority to speak for the corporation as a matt er of local law are enti tled to be given such authori ty an d therefore should be empowered to file a p etition on behalf of the corporation.” Id. at 107. At bottom, the Court stated: [A]ny such enlargement of the jurisdiction of the bankruptcy courts is for Congress. It has chosen to withhold from stockholders the right [] to institute these bankruptcy proceedin gs. In ab sence of feder al incorporation, intracorporate disputes of the charact er pres ented h ere are, as we h ave s aid, governed by state law. The creation of a new basis of federa l jurisdiction to hear them, pass

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 25 on their me rits, and adju dicate them is a legislative act. Id. On its surface, this language may sound like the Price Court made a jurisdiction al ruling. But ther e are a t least two compelling rea sons why the rule announced by the Supreme Court in Price shoul dn’t be considered jurisdic tional. First, more recent Supreme Court jurisprudenc e has walked back so - called “jur isdictional” de cisions like Price, and that jurisprudence cuts against the theory that Price is jurisdictional. “‘Jurisdiction,’ it has been observed, ‘is a word of many, too many, me anings.’” Steel Co. v. Citizens for a B etter En v’t, 5 23 U.S. 83, 90 (1998) (quoting United States v. Vanness, 85 F.3d 6 61, 663 n.2 (D.C. Cir. 1996)). “Courts, including [the Supreme Court],... hav e been less than meticulous” in the use of that word — they have often referenc ed requirements as “jurisdictional” when those requirements lack the potency of a rule of subject - matter juris dictio n and ar e more p roperl y char acterized as claims - proc essing rules or elements of causes of action. Kont rick v. Ryan, 540 U.S. 443, 454 (2004); see also Arbaugh v. Y&H Corp., 546 U.S. 500, 511 (2006) (“Subject matter jur isdiction in fed eral - question c ases is sometime s erroneously conflated with a plaintiff’s need and ability to prove the defendant bound by the federal l aw asser ted as the predicat e for reli ef — a merits - related deter minati on.” (citation omitted)). Over the last four decades, the Court has consistently explained that many of its prior passing ref erences to “jurisdic tion” do not, in fact, mea n “subjec t matter jurisdiction.” See, e.g., Arbaugh, 546 U.S. at 511; Kont rick, 540 U.S. at 454; Hender son ex rel. Henderson v. Shi nseki,

26 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 562 U.S. 428, 435 (2011); Reed Elsevier, Inc. v. Muchn ick, 559 U.S. 154, 161 (2010); Boec hler, P.C. v. Comm’r, 596 U.S. 199, 203 – 04 (2022); Zipes v. Trans World Airlines, Inc., 455 U.S. 385, 395 – 97 (1982); Wilkins v. United State s, 598 U.S. 152, 156 – 57 (2023); Steel Co., 523 U.S. at 90 –91. It has al so more cl early articulated a standard for whether a rule re ally is “jurisdic tional”: it is “jurisdiction al only if Congress ‘ clearly state s’ that it is.” Boechler, 596 U.S. at 203 (quoting Arbaugh, 546 U.S. at 515). “Congre ss need not ‘incant magic words,’ but the ‘traditional tools of statutory construction must plainly show that Congress imbued a procedural bar with jurisdictional consequence s.’” Id. (first quoting S ebelius v. Auburn Re g’l Med. Ctr., 568 U.S. 145, 153 (2013); and then quoting United State s v. Kwai Fun Wong, 575 U.S. 402, 410 (2015)). Arbaugh provides particularly helpful instruction here. There, the Court decided whether the requirement in Title VII of the Civil Rights Act of 1964 that an employer have “fifteen or more employees” to be an “employer” under the statute, 42 U.S.C. § 2000e(b), i s: (a) a rule o f subject - matter jurisdiction, or (b), “a substantive ingredient of a Title VII claim, ” Arbaugh, 546 U. S. at 503. The Court determined that the la tter is correc t. Id. at 504. Although federal - question jurisdiction requires that a c ase “aris [e]” under a federal law (an d Tit le VII does n’t appl y if the employee- numerosity requirement is unsatisfied), id. at 513 (quoting 28 U.S.C. § 1331), the Court explained that “[n]othing in the text of Title VII indicates th at Congress intended courts, on their own motion, to assure that the employee- numerosity requirement is me t, ” id. at 514. Here, App ellant s’ argum ents run counter to Arbaugh ’s reasoning. Appellants argue that “an unauthorized bankrup tcy p etiti on fails as a mat ter o f law t o cr eate a federal

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 27 question because no voluntary debtor nor any bankruptcy estate has been submitted to the jurisdiction of the cour t.” That’s no different than the losing argument in Arbaugh: (1) Title VII is the law that pr ovides the sole basis fo r federal - question jurisdiction; (2) but Title VII doesn’t apply to employers with fewer than fifteen employees; (3) there fore, the c ase does n’t “aris [e]” und er Titl e VII; and (4) there fore, th ere is n o feder al - question jurisdiction. See id. at 504, 511. The Arbaugh Court rejected tha t reasoning, see id. at 504, 514–516, and we reject it here, too. Section 301 of the Bankruptcy Code says that “[a] voluntary case under a chapte r of this title is commenced by the f iling with the bankruptcy court of a petiti on under such chapte r by an entity that may be a debtor under s uch chapter.” 11 U.S.C. § 301 (a). Although the bankruptcy case commences only when the petition is filed “by an entity that may be a debtor,” id., “[n]othing in the text of [the statute] indicates that Congress intended courts, on their own moti on, to assure that” the petition is filed by an authorized agent of the debtor, Arbaugh, 546 U.S. at 514. Second, other principles cut aga inst the theory that Price is jurisdiction al. “[S]ubje ct - matter ju risdiction, beca use it involves a court’s power to hear a case, can never be forfeited or w aived.” Id. (quoti ng Unit ed States v. Cotton, 535 U.S. 625, 630 (200 2)). Treati ng th e authority- to - file issue as jurisd ictional is i ncompatible with that fu ndamenta l rule. Under California law, for instance, “[a]n agency may be created, and an a uthority m ay be confe rred, by a precedent authorization or a subsequent ra tification.” Cal. Civ. Code § 2307 (emphasis added). And, in gen eral, “the effect of a ratificatio n is that the autho rity which is give n to the purported agent relates back to the tim e when he

28 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE performed the act.” Rakestraw v. Rodrigues, 500 P.2d 1401, 1405 (Cal. 1972). If an unauthorized person filed a voluntary bankruptcy petition purportedly on behalf of a corporation, the corporation could ratify the filing, a nd the authority would be treated as having existed at the time of the filing. But that effectively amounts to a waiver of the Price rule, which further ev inces th at the rule is not jurisdictiona l. Appell ants argu e that, if we decid e the P rice rule is not jurisdictional, then a single shareholder of a public corporation like Apple, Inc. could subject all the property of the corporation to the “jurisdiction of [a] Bankruptcy Court” by simply filing a bankruptcy petition. Aside from conflating the concepts of in rem jurisdiction and subject - matter ju risdiction, this hypo thetical ignor es reality. First, a single shareholder cannot file a corpora te bankruptcy petition on his own — he’d need to hire counse l to file the petition on the corporation’s behalf. See, e.g., R owland v. Cal. Men’s Colony, Unit II Me n’s Advisory Council, 506 U.S. 194, 201 – 02 (1993) (“It has been the law for the better part of two centuries … that a corporation may appear in the federal courts only through lice nsed counsel.” (citation omitted)); Licht v. Am. W. Airlines (In re Am. W. Airlines), 40 F.3d 1058, 1059 (9th Cir. 1994) (per curiam). So, before the petition could even be filed, a shareholder would need to find an attorney (who would be subject to all applicable rules of professional conduct, including Federal Rule of Civil Procedure 11 and Federal Rule of Bankruptcy Proce dure 9011) and convince him to file a meritless bankruptcy petition on behalf of a corporation that he has no a uthority to represent. Even if the shareholder got this f ar, his lack of authority would be obvious early in the bankruptcy proceedings, and the bankruptcy court would be required to

T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE 29 dismiss the case as unauthorized unde r Price (unl ess the shareholder voluntarily dismissed his case first, which is precisel y what happen ed her e). Our reasoning comports with the conclusions of two other circuits. See In re Mar tin -Tri gona, 760 F.2d at 1340 (“Although the debtor casts this issue as one of subject matter jurisdiction, it is not; the bankruptcy court acquired subject matter jurisdiction over this bankruptcy proceeding when the petition was filed.”); In re Whittaker Clar k & Daniels, 152 F.4th at 443 (“The statutes g ranting federal courts jurisdiction over bankruptcy cases do not attach jurisdictional significance to the propriety of a de btor’s petit ion.”). Aware of n o other ci rcuit th at has reach ed a contra ry result, we decline to create a circuit split. B. Price does not provide a basis for reve rsal or vacatur of any o f the bankr uptcy c ourt’ s Act I order s. As an alte rnative to their jurisdictional a rgument, Appellants argue that the Price rule embodies “a compulsory legal pr inciple that … the Bankruptcy Court … must determine the filing is authorized bef ore issuing any order which presupposes its subject matter jurisdiction over the putative ‘voluntary’ debtor and the putative ‘bankruptcy estate. ’” Axiomatically, Price ’s core holdi ng — that a court “has no alternative but to dism iss” an unauthorized petition — is binding. 324 U.S. at 106. Even mor e axiomat ical ly, the bankruptcy court had jurisdiction to decide th e Pric e issue itself. Gonzales v. Parks, 830 F.2d 1033, 1035 (9th Cir. 1987) (“Filings of bankruptcy petit ions are a mat ter of exclusi ve feder al jur isdict ion.”). But here, the bankruptcy court hadn’t even rea ch ed the Price is sue before the parties agreed to the stipulation, which the bankruptcy court approved to dismiss the Act I

30 T ALON D IV ER S IF IED H OLDINGS I NC. V. F ORSYTHE bankruptcy. Appellants concede (as they must) that the bankruptcy court would have been able to dismiss the Act I bankruptcy pursuant to Price. By the same token, the bankruptcy court did not e rr by dismissing the case pursuant to the stipula tion without resolving the Price issue. 6 In their opening brief, Appellants don’t challenge any of the other orders that the ba nkruptcy court issued in Act I before the stipulation. So the Price rul e — even though it is mandatory, and even if it must be applied somewhat early in the grand scheme of the bankruptcy proceedings —doesn’t provide a basis for reversing or vacating any orders here. 7 V. Conclusion Joining two of our sister circuits, the bankruptcy court, and the district court, we hold that corporate authority to file a bankruptcy petition — while n ecessary — does not impact a bankruptcy court’s subject- matter ju risdiction. 8 AFFIRMED. 6 Appellant s concede d as muc h durin g an Act I I heari ng, whe n Appella nts’ cou nsel agreed that t he bankrupt cy court did not need to answer t he authorit y questio n before appro ving the s tipulati on and dismi ssing th e case. 7 We do not dec ide here whether t he bankru ptcy court had j urisdict ion over the removed Act II case or whether the bankrup tcy court’s dis missal of the Act II claim s was proper. All we d ecide is that an y jurisdiction al defect in the Act II c ase (ass uming with out deci ding t hat one exi sted) was independe nt of Pric e. 8 Appellan ts’ requ est for judicial no tice (Dkt. No. 64) is de nied.