Showing papers on "Corporate group published in 1985"

Perspectives on Choice of Law for Corporate Internal Affairs

Abstract: Some legal rules appear to have an almost irresistible intuitive appeal or force of logic. To many corporate lawyers, the \"internal affairs\" doctrinethe notion that only one state, almost always the site of incorporation, should be authorized to regulate the relationships among a corporation and its officers, directors, and shareholders-is irresistible if not logically inevitable. Convenience and predictability of application, it is said,I dictate that one body of corporate law govern internal affairs, while the most plausible state to supply that law is the state of incorporation, to whose legislative grace the corporation owes its legal existence. 2 The identity of that state is, after all, more readily ascertainable and more constant than other states with which the corporation and its constituents may have entanglements. There is another long standing perspective on this question and other related issues, however. An observation in Justice Marshall's opinion for the majority in Shaffer v. Heitner,3 a case best known for its impact on permissible