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Officers And The Internal Affairs Doctrine

My guess is that most attorneys would say that the duty of an officer to the corporation are governed by the law of the state of incorporation under the “internal affairs doctrine”.  As explained by the U.S. Supreme Court, the “internal affairs doctrine” is a conflict of laws principle that “recognizes that only one State should…

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Should Your Articles Of Incorporation Include A Choice of Law Provision?

In yesterday’s post, I considered the fundamental question of why indemnification provisions are included in articles of incorporation.  State general corporation laws typically contain express provisions empowering or authorizing corporations to indemnify other persons, including directors, officers and agents.  For example, California has its Section 317, Delaware has Section 145 and Nevada has NRS 78.7502.  When an indemnity provision is…

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