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CALIFORNIA CORPORATE & SECURITIES LAW

The Internal Affairs Doctrine – California May Not Be Standing Alone

Delaware lawyers undoubtedly regard the Delaware Supreme Court’s decision in VantagePoint v. Examen, Inc., 871 A. 2d 1108 (Del. 2005) as the last word on the internal affairs doctrine.  In that case, the Delaware Supreme Court held that the internal affairs doctrine trumps a California statute, Corp. Code § 2115, imposing specified provisions of the California General Corporation Law…

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Section 2115: Beware of Double Counting

Many practitioners both in and outside of California struggle with Section 2115 of the California Corporations Code.  That statute purports to apply a laundry list of California statutes to out-of-state corporations to the exclusion of the law of their state of incorporation.  An out-of-state corporation is subject to Section 2115 if: (i) more than 1/2 of its outstanding voting…

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California Appellate Court Decides California Law Applies “For Now” to Shareholder Derivative Suit Against Directors of a Nevada Corporation

Kruss v. Booth is a “must read” for lawyers confronting Section 2115 of the California Corporations Code. Section 2115 represents the California legislature’s attempt to thumb its nose at the internal affairs doctrine. That doctrine holds that the internal affairs of a corporation should be governed by the law of the state of incorporation. Section…

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