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Choice-of-Law Corporate Officers

Allen Matkins

When Two Corporate Laws Diverge, Does Choosing One Make All The Difference?

Allen Matkins on

In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law".  For the title and them of her...more

Allen Matkins

Court: Internal Affairs Yields To Choice Of Law

Allen Matkins on

"Whereof what's past is prologue, what to come" Youngevity Int'l v. Smith, 2019 U.S. Dist. LEXIS 31526 involved cross motions to dismiss a claim for breach of fiduciary duty. The plaintiff, a Delaware corporation, argued...more

Allen Matkins

California Court Applies California Law To Officer Of Delaware Corporation

Allen Matkins on

Not quite three years ago, I penned the following lines: "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...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 Business Judgment Rule

Allen Matkins on

Last weekend I attended a symposium at the UCLA School of Law entitled “Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law”. The event, organized by ever erudite Professor Stephen Bainbridge,...more

Allen Matkins

What Law Governs Real Property Conveyances By Foreign Corporations?

Allen Matkins on

Consider the following fact pattern - Joe is the Chief Executive Officer of Transient, Inc., a Delaware corporation that is headquartered in Dallas, Texas. Transient’s sole asset is 100 acres of undeveloped land in...more

Goodwin

Business Litigation Reporter - June 2016

Goodwin on

Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...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

Allen Matkins

Forum Selection Bylaws And The California Constitution

Allen Matkins on

Last December, I briefly discussed whether a forum selection bylaw with respect to officers and directors would pass muster as a contractual choice of law. See A Forum Selection Clause Issue That You May Not Have Heard About...more

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