On July 31st, the Ninth Circuit vacated the removal and partial dismissal of a shareholder derivative lawsuit which alleged that a company's executive compensation policies violated state law. Plaintiffs filed suit in state court after the company held a "say-on-pay" advisory vote as required by the Dodd-Frank Act. Defendants removed the case asserting federal question jurisdiction and the district court dismissed portions of the case. Vacating the district court's removal and dismissal orders, the Ninth Circuit holds that federal question jurisdiction does not exist. Plaintiffs' allegations regarding the say-on-pay vote were insufficient to establish federal-question jurisdiction because plaintiffs asserted state law claims, not claims under the Securities Exchange Act of 1934. The Ninth Circuit therefore concluded that the district court lacked jurisdiction, vacated the district court's order dismissing portions of the case, and ordered the matter be remanded to state court. Dennis v. Hart.