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Choice-of-Law Agents

Allen Matkins

Segway Segues Over Choice Of Law Question Inherent In Officer Caremark Claims

Allen Matkins on

Last year, Vice Chancellor J. Travis Laster's  ruled that McDonald's Corporation's former Executive Vice President and Global Chief People Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated...more

Allen Matkins

Why An Understanding Of Officers As Agents May Be Important

Allen Matkins on

In several recent posts, I have noted that officers, unlike directors, are agents of the corporation. Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including...more

Allen Matkins

Officers And The Internal Affairs Doctrine

Allen Matkins on

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,...more

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