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Foreign Corporations Choice-of-Law

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

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

Allen Matkins

Why Delaware Corporations Should Worry About California Law When Making Dividends

Allen Matkins on

When paying a dividend to shareholders, California corporations are subject to Chapter 5 of the California Corporations Code. Corporations incorporated in Delaware and other states may also be subject to Chapter 5 if they...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

K&L Gates LLP

Thanks for Being a Delaware Corporation: Here Is Your $180,000 Franchise Tax Bill

K&L Gates LLP on

Delaware is the state of incorporation for a majority of venture-backed and publicly-traded corporations. The Delaware courts have developed considerable expertise in dealing with corporate issues and there is a substantial...more

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