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Derivative Suit Internal Affairs Doctrine

Freiberger Haber LLP

Derivative Standing and The Internal Affairs Doctrine

Freiberger Haber LLP on

By: Jeffrey M. Haber The internal affairs doctrine is a “conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs—matters peculiar to the...more

Farrell Fritz, P.C.

Derivative Standing and the Internal Affairs Doctrine

Farrell Fritz, P.C. on

Choice-of-law questions in shareholder derivative lawsuits venued in New York courts involving out-of-state or international entities can be confoundingly difficult, even for appeals court judges....more

Allen Matkins

Court Rules Internal Affairs Doctrine Bars California Insider Trading Claim

Allen Matkins on

California, unlike the federal government, has codified its prohibition on insider trading. Corporations Code Section 25402 provides...more

Allen Matkins

But Wait, Nevada Already Has A Fee Shifting Statute

Allen Matkins on

Yesterday, I took note of a recently introduced Nevada bill, AB 304, that would, among other things, allow a Nevada corporation to impose liability on a stockholder for attorney's fees and costs in connection with an...more

Dechert LLP

U.S. Court Not Bound by Korean Law Conferring Exclusive Jurisdiction in Shareholder’s Derivative Actions

Dechert LLP on

Shareholder of a Korean corporation (“Cuzco Korea”), the sole member of a chapter 11 limited liability company debtor (“Cuzco USA” or the “Debtor”), brought an adversary proceeding against the Debtor and others, asserting...more

Kramer Levin Naftalis & Frankel LLP

Court of Appeals Ruling Eases the Way for Shareholders to Bring Derivative Suits Against Cayman Islands Companies in the New York...

On Nov. 20, 2017, the New York Court of Appeals held that in a derivative action brought in a New York court against a company incorporated in the Cayman Islands, the plaintiff need not comply with Rule 12A of the Cayman...more

Patterson Belknap Webb & Tyler LLP

Preliminary Hurdle for Cayman Derivative Claims Does Not Bar Suit in New York

A shareholder bringing a contested derivative claim in the Cayman Islands must seek leave from the court before proceeding. This litigation prerequisite -- imposed by Rule 12A of the Rules of the Grand Court of the Cayman...more

Allen Matkins

Judge Rules Internal Affairs Doctrine Governs California Insider Trading Statute

Allen Matkins on

As I have mentioned on numerous occasions, California has its own insider trading statute – California Corporations Code Section 25402. The statute is included in the California Corporate Securities Law of 1968. In general,...more

Allen Matkins

Court Rejects Challenge To Internal Affairs Doctrine

Allen Matkins on

Marvell Technology Group, Ltd. is a publicly traded company that is incorporated in Bermuda. Marvell’s U.S. operating subsidiary is based in California. A year ago, an institutional stockholder filed a derivative suit...more

Snell & Wilmer

Impact of Delaware Fee-Shifting Provisions on Derivative Actions in California

Snell & Wilmer on

A recent decision in the Delaware Supreme Court, in conjunction with the broad California exceptions to the internal affairs doctrine, may dictate the legal landscape of shareholder litigation in California in the near...more

Allen Matkins

Forum Selection Clauses Were Here Before They Were In Bylaws

Allen Matkins on

Recent rulings by judges in Delaware and other states have given impetus to the adoption of exclusive forum bylaws. To the casual observer, the idea might seem entirely novel. But as Koheleth (the Gatherer) wrote “What has...more

Allen Matkins

Delaware Supreme Court Upholds Federalism, Comity & Finality

Allen Matkins on

In Delaware Court of Chancery “Overrules” Federal Court, I discussed Vice Chancellor J. Travis Laster’s opinion in Louisiana Municipal Police Employees’ Retirement System v. Pyott, C.A. No. 5795-VCL (Del. Ch. June 11, 2012)....more

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