The Court of Appeals recently handed down a significant decision in Eccles, et al. v. Shamrock Capital Advisers, et al., which clarified the choice-of-law principles governing alleged breaches of fiduciary duties in international business disputes. The case centered on the merger of FanDuel Ltd. (FanDuel), a company incorporated in Scotland, with the U.S. assets of Paddy Power Betfair PLC (Paddy Power), and it questioned whether Scottish law or New York law should govern the fiduciary duty claims that arose from the merger.

In a unanimous opinion, the court held that, with rare exception, there is a presumption that the substantive law of the place of incorporation applies to disputes involving the internal affairs of a corporation. And New York courts have significant flexibility and discretion when deciding whether to take judicial notice of applicable foreign law to apply to the case at hand without a hearing.