MEMORANDUM OPINION AND ORDER On March 26, 2019, Plaintiffs filed this shareholder derivative action against Defendant Sino Agro Food, Inc. (“SIAF” or the “Company”) and several of its employees, alleging violations of Section 10(b) and 20(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §78a et seq., as well as state common law claims for breach of fiduciary duty. ECF No. 13. On July 23, 2020, the Court preliminarily approved a settlement between the two sides and scheduled a hearing to determine whether to grant final approval. ECF No. 98. On October 13, 2020, the Court held that hearing; over one shareholder objection, approved the settlement agreement; and dismissed the “[s]uit and all claims contained therein…with prejudice.” ECF No. 111 (“Judgment”), 4. The Court explicitly “retain[ed] exclusive jurisdiction over the [d]erivative [a]ctions to consider all further matter arising out of or connected with the [s]ettlement.” Id. 6. Over a year later, on November 8, 2021, Plaintiffs filed a new case, No. 21-CV-9236 (JMF) (the “2021 Case”), which they designated as related to this action (the “2019 Case”), alleging that, a year after approval of the settlement, “Plaintiffs have seen effectively no effort by Defendants to comply with the [s]ettlement, only delaying tactics.” 2021 Case, ECF No. 1, 5. On the same day, Plaintiffs filed a motion to appoint a temporary receiver over SIAF. 2021 Case, ECF No. 4. In a telephone conference held shortly thereafter, the Court raised concerns regarding whether it “has subject-matter jurisdiction over the later filed case,…given that it was filed as a new case rather than a motion to enforce the settlement agreement,” and “how to handle the motion for appointment of a receiver.” ECF No. 112; 2021 Case, ECF No. 14. At the conference, counsel for Plaintiffs, Angus Ni, acknowledged that, as it was then pleaded, “there is no diversity jurisdiction [in the 2021 Case] because some of the members of the LLC are aliens” and that the case therefore “purely arises from ancillary jurisdiction.” ECF No. 130-6, at 5; 2021 Case, ECF No. 17, at 5. Ni explained that Plaintiffs’ goal in filing the case was to “assert ancillary jurisdiction and still maintain some underlying claims that we can prosecute, sort of alongside the receiver motion or in case the receiver motion isn’t granted.” ECF No. 130-6, at 5. In response to the Court’s stated concerns about jurisdiction, Ni proposed “to simply refile the receivership motion in the first case and hold the second case in abeyance while we litigate the receivership issue.” Id. at 6. Accordingly, on November 18, 2021, Plaintiffs refiled the motion to appoint a temporary receiver in this, the 2019, case. ECF No. 115.1 “[T]he doctrine of ancillary jurisdiction…recognizes federal courts’ jurisdiction over some matters (otherwise beyond their competence) that are incidental to other matters properly before them.” Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 378 (1994). “Where a district court has original jurisdiction over a civil action, it retains ancillary jurisdiction after dismissal to adjudicate collateral matters”; this jurisdiction “empowers the district court to take actions necessary to manage its proceedings, vindicate its authority, and effectuate its decrees.” Kaplan v. Reed Smith LLP, 919 F.3d 154, 157 (2d Cir. 2019) (internal citations and quotation marks omitted); see also Kokkonen, 511 U.S. at 378-80. Significantly, however, this type of ancillary jurisdiction arises only where “the parties’ obligation to comply with the terms of the settlement agreement ha[s] been made part of the order of dismissal — either by separate provision…or by incorporating the terms of the settlement agreement in the order.” Kokkonen, 511 U.S. at 381; see also In re Am. Express Fin. Advisors Sec. Litig., 672 F.3d 113, 134 (2d Cir. 2011). But even where the Court does explicitly retain jurisdiction to enforce a settlement agreement, “district courts enjoy no free-ranging ‘ancillary’ jurisdiction to enforce consent decrees, but are instead constrained by the terms of the decree and related order.” Pigford v. Veneman, 292 F.3d 918, 924 (D.C. Cir. 2002); see also Vill. of W. Hampton Dunes v. New York, 89 F. Supp. 3d 433, 443 (E.D.N.Y. 2015) (“[E]nforcement ancillary jurisdiction remains a narrow exception to a federal court’s limited subject matter jurisdiction.”); Brettschneider v. City of New York, No. 15-CV-4574 (CBA) (SJB), 2020 WL 5984340, at *5-6 (E.D.N.Y. Aug. 25, 2020) (“Ancillary jurisdiction…is a relatively limited source of jurisdiction.”), report and recommendation adopted, 2020 WL 5981681 (E.D.N.Y. Oct. 8, 2020); Triple S Props. Inc. v. St. Paul Surplus Lines Ins. Co., No. 3:08-CV-796, 2010 WL 3911422, at *3 (N.D. Tex. Oct. 5, 2010) (concluding that, although “the Court retained jurisdiction to enforce the terms of the settlement agreement[,] [s]uch retention…is not limitless and does not require or invite the Court to decide all the issues presented”). In light of these principles, the Court concludes that Plaintiffs’ motion for appointment of a receiver must be denied. To be sure, the parties’ settlement agreement was “made part of the order of dismissal…by incorporating the terms of the settlement agreement in the order.” Kokkonen, 511 U.S. at 381; see Judgment
