California's Narrow Codification Of The Internal Affairs Doctrine

It is sometimes said that California Corporations Code section 2116 "codifies" the internal affairs doctrine.  See, e.g.,  Drulias v. 1st Century Bancshares, Inc., 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851 (2018). However, that proposition...

Choice Of Law And Holding Companies

Tulane Law School Professor Ann M. Lipton at Tulane Law School begins her forthcoming, Inside Out (or, One State to Rule them All): New Challenges to the Internal Affairs Doctrineby quoting Delaware Vice Chancellor J. Travis Laster:

Delaware's Immodest Embrace Of The Internal Affairs Doctrine

As a voice crying in the wilderness, I have for many years proclaimed that the internal affairs doctrine is not as all-encompassing as Delaware and its devotees would like to believe. The limitations on the internal affairs doctrine are particularly...

Professor Bainbridge Will Need To Wait A Bit Longer For The Answer To This Question

In October 2020, Professor Stephen Bainbridge posed this question of whether shareholder inspection rights are subject to the internal affairs doctrine.  His post followed Vice Chancellor J. Travis Laster's ruling in Juul Labs, Inc. v. Grove, 2020...

Beneficial Owner Has No Right To Inspect Delaware Corporation's Books Under California Law

Corporations Code Section 1601(a) unambiguously bestows on shareholders the right to inspect the accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any foreign corporation keeping...

Professor Bainbridge Asks "Are shareholder inspection rights subject to the internal affairs doctrine?"

In this recent post, UCLA Law School Professor Stephen Bainbridge discusses Vice Chancellor  J. Travis Laster's recent ruling that "[s]tockholder inspection rights are a core matter of internal corporate affairs." 2020 Del. Ch. LEXIS 264. He notes...

Does This Ruling By V.C. Laster Decide The Constitutionality Of California's Female Board Quota Legislation?

Michael Corleone's greatest fear was that he would never be able to escape his life as a mafioso ("Just when I thought I was out, they pull me back in!"). California's greatest fear is that it will not be able to dictate corporate governance...

Internal Affairs Doctrine Blocks Indemnity Claim

Section 78.7502 of Nevada Revised Statutes broadly authorizes, but does not require, a corporation to indemnify its directors, officers, employees or agents. NRS 78.751 requires the corporation to indemnify directors, officers, employees or agents...

Was 2018 The Apogee Of Delaware's Corporate Hegemony?

Professor Mohsen Manesh cites two developments in 2018 as a possible turning point for the internal affairs doctrine: California's enactment of a board gender quota law and Vice Chancellor Laster's ruling in Sciabacucchi v. Salzberg, C.A. 2017-0931...

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