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Internal Affairs Doctrine Corporate Officers

The Fundamental Distinction Overlooked By The SEC

by Allen Matkins on

Yesterday marked the close of the comment period on the SEC’s proposed incentive compensation clawback rules.  You can read my comments here.  The proposed rules are fundamentally flawed because the SEC failed to recognize...more

Officers And The Internal Affairs Doctrine

by 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

Forum Selection Clauses Were Here Before They Were In Bylaws

by 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

Internal Affairs Doctrine May Not Control Alter Ego Liability

by Allen Matkins on

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 relationships among or...more

When The Parent Is A Blue Hen And The Subsidiary Is A 49er, What Law Governs?

by Allen Matkins on

With most publicly traded companies choosing to incorporate in Delaware, corporate officers are likely to assume that they have the benefit of Delaware law. Assumptions sometimes can be wrong....more

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