New Challenges to the Internal Affairs Doctrine
A Delaware vice chancellor recently lamented that “Delaware should not be determining employment law for the country and for the world.”[1] That remarkable assertion was a reference to the gradual expansion of the internal affairs doctrine, which provides that the law applicable to the internal governance of a business entity is that of the chartering jurisdiction. The contours of the internal affairs doctrine have never been defined with precision, which is why several recent developments have placed new pressures on the doctrine’s boundaries. These fall into roughly three categories:
Corporate governance for noninvestors. Especially in the ESG era, … Read more