Section 2116 of the California Corporations Code generally provides that the directors of a foreign corporation transacting intrastate business in California will be liable for a violation of official duty according to any applicable laws of the state or place of incorporation, whether committed or done in California or elsewhere. In 2006, long before the birth of this blog, I observed:
"Furthermore, Corporations Code § 2116 is concerned with the liability of directors. It does not address the liability of officers."
"California Appellate Court Holds that the Internal Affairs Doctrine Does Not Trump California's Insider Trading Law", 20 Insights 15 (2006). Since then, I have reiterated the observation in numerous blog posts over the years. See, e.g., Another Fissure In The Internal Affairs Doctrine?, Court Rejects Challenge To Internal Affairs Doctrine, Officers And The Internal Affairs Doctrine, Why An Understanding Of Officers As Agents May Be Important, and Shareholders Sues Officer Of Delaware Corporation In California State Court, Should Texas Law Apply?
Having made this point so often, I was very pleased to see that it had not become my "nemesis bird". In an opinion issued earlier this month, Justice Richard M. Aronson wrote: