John C. Coffee Jr. The Internal Affairs Rule Is Under Attack! Should We Care?
Few principles of law are as universally respected by U.S. courts as the "internal affairs rule." All state jurisdictions at least formally subscribe to this rule, and the Supreme Court has hinted it may be constitutionally required. Nonetheless, the New York Court of Appeals has agreed to hear a case asking the court to replace the traditional rule with an "interest-balancing" test.
March 20, 2024 at 09:43 AM
11 minute read
Few principles of law are as universally respected by U.S. courts—state and federal—as the "internal affairs rule," which mandates that the law of the state of incorporation governs disputes relating to the corporation's "internal affairs"—namely the relationships among, and the powers and liabilities of, its officers, directors and shareholders. All state jurisdictions at least formally subscribe to this rule, and the Supreme Court has hinted that it may be constitutionally required.
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