Page:Mallory v. Norfolk Southern.pdf/44

Rh “[r]equiring a foreign corporation … to defend itself with reference to all transactions,” including those with no forum connection. Bendix Autolite Corp. v. Midwesco Enterprises, Inc., 486 U. S. 888, 893 (1988); see, e.g., Davis, 262 U. S., at 315–317 (burden in these circumstances is “serious and unreasonable,” “heavy,” and “undu[e]”); Michigan Central R. Co. v. Mix, 278 U. S. 492, 495 (1929) (burden is “heavy”); Denver & Rio Grande Western R. Co. v. Terte, 284 U. S. 284, 287 (1932) (burden is “serious”); Atchison, T. & S. F. R. Co. v. Wells, 265 U. S. 101, 103 (1924) (jurisdiction “interfered unreasonably with interstate commerce”).

The foreseeable consequences of the law make clear why this is so. Aside from the operational burdens it places on out-of-state companies, Pennsylvania’s scheme injects intolerable unpredictability into doing business across state borders. Large companies may be able to manage the patchwork of liability regimes, damages caps, and local rules in each State, but the impact on small companies, which constitute the majority of all U. S. corporations, could be devastating. Large companies may resort to creative corporate structuring to limit their amenability to suit. Small companies may prudently choose not to enter an out-of-state market due to the increased risk of remote litigation. Some companies may forgo registration altogether, preferring to risk the consequences rather than expand their exposure to general jurisdiction. “No one benefits from this ‘efficient breach’ of corporate-registration laws”: corporations must manage their added risk, and plaintiffs face challenges in serving unregistered corporations. Brief