conflict of laws principle in California

2022“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 between the corporation and its current officers, directors, and shareholders—because otherwise a corporation could be faced with conflicting demands.” (Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 .) The court found that “[s]tockholder inspection rights are a core matter of internal corporate affairs,” so Grove’s rights as a stockholder are governed by Delaware law; Delaware, as

2012Legal Framework “ ‘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 between the corporation and its current officers, directors, and shareholders— because otherwise a corporation could be faced with conflicting demands.’ (Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 [ 73 L.Ed.2d 269 , 102 S.Ct. 2629 ] [citation].)” (Vaughn v. LJ Internat., Inc. (2009) 174 Cal.App.4th 213, 223 [ 94 Cal.Rptr.3d 166 ] (Vaughn).) “ ‘States normally

2017Co. v. Superior Court (2003) 114 Cal.App.4th 434 , 442, 8 Cal.Rptr.3d 56 .) As the court explained, " '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 between the corporation and its current officers, directors, and shareholders ....' " ( Ibid . ) While Delaware law in this case supplies the " 'relevant corporate governance general standard of care' " ( ibid . ), we find no basis on which to extend the internal affairs doctrine

2017Co. v. Superior Court (2003) 114 Cal.App.4th 434 , 442, 8 Cal.Rptr.3d 56 .) As the court explained, " '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 between the corporation and its current officers, directors, and shareholders ....' " ( Ibid . ) While Delaware law in this case supplies the " 'relevant corporate governance general standard of care' " ( ibid . ), we find no basis on which to extend the internal affairs doctrine

2021That is because, as we mentioned ante, “a separate conflict of laws inquiry must be made with respect to each issue in the case.” (Washington Mutual, supra, 24 Cal.4th at p. 920.) 22 Cal.4th 948 , 955 (Jacob B.), quoting Silberg v. Anderson (1990) 50 Cal.3d 205, 212 (Silberg).) The privilege is a matter of substantive law (Wegner et al., Cal. Practice Guide: Civil Trials & Evidence (The Rutter Group 2019) ¶ 8:1852.6, p. 8E-3) and, when applicable, is “absolute,” because it applies regardless of the communicator’s “motives, morals, ethics or intent” (Silberg, supra, 50 Cal.3d at p. 220 ; accord

2020That is because, as we mentioned ante, “a separate conflict of laws inquiry must be made with respect to each issue in the case.” (Washington Mutual, supra, 24 Cal.4th at p. 920.) 22 Cal.4th 948 , 955 (Jacob B.), quoting Silberg v. Anderson (1990) 50 Cal.3d 205, 212 (Silberg).) The privilege is a matter of substantive law (Wegner et al., Cal. Practice Guide: Civil Trials & Evidence (The Rutter Group 2019) ¶ 8:1852.6, p. 8E-3) and, when applicable, is “absolute,” because it applies regardless of the communicator’s “motives, morals, ethics or intent” (Silberg, supra, 50 Cal.3d at p. 220 ; accord

2018LJ Internat ., Inc . (2009) 174 Cal.App.4th 213 , 222, 94 Cal.Rptr.3d 166 ( Vaughn ).) That 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 between the corporation and its current officers, directors, and shareholders-because otherwise a corporation could be faced with conflicting demands.' [Citations.] 'States normally look to the State of a business' incorporation for the law that provides the relevant corporate governance general standard of

2018LJ Internat ., Inc . (2009) 174 Cal.App.4th 213 , 222, 94 Cal.Rptr.3d 166 ( Vaughn ).) That 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 between the corporation and its current officers, directors, and shareholders-because otherwise a corporation could be faced with conflicting demands.' [Citations.] 'States normally look to the State of a business' incorporation for the law that provides the relevant corporate governance general standard of

2021That is because, as we mentioned ante, “a separate conflict of laws inquiry must be made with respect to each issue in the case.” (Washington Mutual, supra, 24 Cal.4th at p. 920.) 22 Cal.4th 948 , 955 (Jacob B.), quoting Silberg v. Anderson (1990) 50 Cal.3d 205, 212 (Silberg).) The privilege is a matter of substantive law (Wegner et al., Cal. Practice Guide: Civil Trials & Evidence (The Rutter Group 2019) ¶ 8:1852.6, p. 8E-3) and, when applicable, is “absolute,” because it applies regardless of the communicator’s “motives, morals, ethics or intent” (Silberg, supra, 50 Cal.3d at p. 220 ; accord

2021That is because, as we mentioned ante, “a separate conflict of laws inquiry must be made with respect to each issue in the case.” (Washington Mutual, supra, 24 Cal.4th at p. 920.) 22 Cal.4th 948 , 955 (Jacob B.), quoting Silberg v. Anderson (1990) 50 Cal.3d 205, 212 (Silberg).) The privilege is a matter of substantive law (Wegner et al., Cal. Practice Guide: Civil Trials & Evidence (The Rutter Group 2019) ¶ 8:1852.6, p. 8E-3) and, when applicable, is “absolute,” because it applies regardless of the communicator’s “motives, morals, ethics or intent” (Silberg, supra, 50 Cal.3d at p. 220 ; accord

2018Internal Affairs Doctrine " ' "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 between the corporation and its current officers, directors, and shareholders-because otherwise a corporation could be faced with conflicting demands." ' " ( Lidow v. Superior Court (2012) 206 Cal.App.4th 351 , 358-359, 141 Cal.Rptr.3d 729 ( Lidow ); see Friese v. Superior Court (2005) 134 Cal.App.4th 693 , 706, 36 Cal.Rptr.3d 558 ( Friese ); State F

2018Internal Affairs Doctrine " ' "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 between the corporation and its current officers, directors, and shareholders-because otherwise a corporation could be faced with conflicting demands." ' " ( Lidow v. Superior Court (2012) 206 Cal.App.4th 351 , 358-359, 141 Cal.Rptr.3d 729 ( Lidow ); see Friese v. Superior Court (2005) 134 Cal.App.4th 693 , 706, 36 Cal.Rptr.3d 558 ( Friese ); State F

2018Internal Affairs Doctrine " ' "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 between the corporation and its current officers, directors, and shareholders-because otherwise a corporation could be faced with conflicting demands." ' " ( Lidow v. Superior Court (2012) 206 Cal.App.4th 351 , 358-359, 141 Cal.Rptr.3d 729 ( Lidow ); see Friese v. Superior Court (2005) 134 Cal.App.4th 693 , 706, 36 Cal.Rptr.3d 558 ( Friese ); State F

2018Internal Affairs Doctrine " ' "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 between the corporation and its current officers, directors, and shareholders-because otherwise a corporation could be faced with conflicting demands." ' " ( Lidow v. Superior Court (2012) 206 Cal.App.4th 351 , 358-359, 141 Cal.Rptr.3d 729 ( Lidow ); see Friese v. Superior Court (2005) 134 Cal.App.4th 693 , 706, 36 Cal.Rptr.3d 558 ( Friese ); State F

2011(See Washington Mutual Bank v. Superior Court, supra, 24 Cal.4th at p. 920 [“a separate conflict of laws inquiry must be made with respect to each issue in the case . . .”]; see also Beech Aircraft Corp. v. Superior Court (1976) 61 Cal.App.3d 501, 519 [ 132 Cal.Rptr. 541 ].) Moreover, there does not appear to be any difference in the laws of Texas and California on the issues raised, other than the application of state attorney disciplinary provisions to the determination of the validity and enforceability of the fee-sharing agreement and the effect of any such invalidity of the agreement. 1 A

2011(See Washington Mutual Bank v. Superior Court, supra, 24 Cal.4th at p. 920 [“a separate conflict of laws inquiry must be made with respect to each issue in the case . . .”]; see also Beech Aircraft Corp. v. Superior Court (1976) 61 Cal.App.3d 501, 519 [ 132 Cal.Rptr. 541 ].) Moreover, there does not appear to be any difference in the laws of Texas and California on the issues raised, other than the application of state attorney disciplinary provisions to the determination of the validity and enforceability of the fee-sharing agreement and the effect of any such invalidity of the agreement. 1 A

2009A. The internal affairs doctrine and Corporations Code section 2116 “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 between the corporation and its current officers, directors, and shareholders— because otherwise a corporation could be faced with conflicting demands.” (Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 [ 73 L.Ed.2d 269 , 102 S.Ct. 2629 ], quoted with approval in Havlicek v. Coast-to-Coast Analytical Services, Inc. (

2009A. The internal affairs doctrine and Corporations Code section 2116 “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 between the corporation and its current officers, directors, and shareholders— because otherwise a corporation could be faced with conflicting demands.” (Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 [ 73 L.Ed.2d 269 , 102 S.Ct. 2629 ], quoted with approval in Havlicek v. Coast-to-Coast Analytical Services, Inc. (

2009A. The internal affairs doctrine and Corporations Code section 2116 “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 between the corporation and its current officers, directors, and shareholders— because otherwise a corporation could be faced with conflicting demands.” (Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 [ 73 L.Ed.2d 269 , 102 S.Ct. 2629 ], quoted with approval in Havlicek v. Coast-to-Coast Analytical Services, Inc. (

2009A. The internal affairs doctrine and Corporations Code section 2116 “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 between the corporation and its current officers, directors, and shareholders— because otherwise a corporation could be faced with conflicting demands.” (Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 [ 73 L.Ed.2d 269 , 102 S.Ct. 2629 ], quoted with approval in Havlicek v. Coast-to-Coast Analytical Services, Inc. (

2015(See, e.g., Mastrobuono, supra, 514 U.S. at p. 59 [“choice-of-law provision [specifying New York law] . . . may reasonably be read as merely a substitute for the conflict-of-laws analysis that otherwise would determine what law to apply to disputes arising out of the contractual relationship”]; Rest.2d Conf. of Laws, § 187, subd. (3) [when parties choose the law of a state to govern their contractual rights and duties, “[i]n the absence of a contrary indication of intention, the reference is to the local law of the state of the chosen *252 law”].) It is clear in this case that that is exactly

2015(See, e.g., Mastrobuono, supra, 514 U.S. at p. 59 [“choice-of-law provision [specifying New York law] . . . may reasonably be read as merely a substitute for the conflict-of-laws analysis that otherwise would determine what law to apply to disputes arising out of the contractual relationship”]; Rest.2d Conf. of Laws, § 187, subd. (3) [when parties choose the law of a state to govern their contractual rights and duties, “[i]n the absence of a contrary indication of intention, the reference is to the local law of the state of the chosen *252 law”].) It is clear in this case that that is exactly

2015(See, e.g., Mastrobuono, supra, 514 U.S. at p. 59 [“choice-of-law provision [specifying New York law] . . . may reasonably be read as merely a substitute for the conflict-of-laws analysis that otherwise would determine what law to apply to disputes arising out of the contractual relationship”]; Rest.2d Conf. of Laws, § 187, subd. (3) [when parties choose the law of a state to govern their contractual rights and duties, “[i]n the absence of a contrary indication of intention, the reference is to the local law of the state of the chosen *252 law”].) It is clear in this case that that is exactly

2010(City of Atascadero v. Merrill Lynch, Pierce, Fenner & Smith, Inc. (1998) 68 Cal.App.4th 445, 459 [ 80 Cal.Rptr.2d 329 ].) 2 We will return to the proxy statement, which was issued in January 2006. 3 “ ‘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 between the corporation and its current officers, directors, and shareholders—because otherwise a corporation could be faced with conflicting demands.’ [Citation.]” (State Farm Mut

2010(City of Atascadero v. Merrill Lynch, Pierce, Fenner & Smith, Inc. (1998) 68 Cal.App.4th 445, 459 [ 80 Cal.Rptr.2d 329 ].) 2 We will return to the proxy statement, which was issued in January 2006. 3 “ ‘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 between the corporation and its current officers, directors, and shareholders—because otherwise a corporation could be faced with conflicting demands.’ [Citation.]” (State Farm Mut

2008(See Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 [ 73 L.Ed.2d 269 , 102 S.Ct. 2629 ].) 3 All further statutory references are to this code unless otherwise indicated. 4 Although not at issue here, section 800 also provides that a complaint in a derivative action must contain allegations that the plaintiff shareholder first informed the directors of the ultimate facts of each cause of action and made a reasonable effort to induce them to commence suit themselves or otherwise redress the wrong, or allegations establishing that such efforts would have been futile or useless. (§ 800, subd. (b)(2)

2008(See Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 [ 73 L.Ed.2d 269 , 102 S.Ct. 2629 ].) 3 All further statutory references are to this code unless otherwise indicated. 4 Although not at issue here, section 800 also provides that a complaint in a derivative action must contain allegations that the plaintiff shareholder first informed the directors of the ultimate facts of each cause of action and made a reasonable effort to induce them to commence suit themselves or otherwise redress the wrong, or allegations establishing that such efforts would have been futile or useless. (§ 800, subd. (b)(2)

2008(See Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 [ 73 L.Ed.2d 269 , 102 S.Ct. 2629 ].) 3 All further statutory references are to this code unless otherwise indicated. 4 Although not at issue here, section 800 also provides that a complaint in a derivative action must contain allegations that the plaintiff shareholder first informed the directors of the ultimate facts of each cause of action and made a reasonable effort to induce them to commence suit themselves or otherwise redress the wrong, or allegations establishing that such efforts would have been futile or useless. (§ 800, subd. (b)(2)

2008(See Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 [ 73 L.Ed.2d 269 , 102 S.Ct. 2629 ].) 3 All further statutory references are to this code unless otherwise indicated. 4 Although not at issue here, section 800 also provides that a complaint in a derivative action must contain allegations that the plaintiff shareholder first informed the directors of the ultimate facts of each cause of action and made a reasonable effort to induce them to commence suit themselves or otherwise redress the wrong, or allegations establishing that such efforts would have been futile or useless. (§ 800, subd. (b)(2)

2008(See Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 [ 73 L.Ed.2d 269 , 102 S.Ct. 2629 ].) 3 All further statutory references are to this code unless otherwise indicated. 4 Although not at issue here, section 800 also provides that a complaint in a derivative action must contain allegations that the plaintiff shareholder first informed the directors of the ultimate facts of each cause of action and made a reasonable effort to induce them to commence suit themselves or otherwise redress the wrong, or allegations establishing that such efforts would have been futile or useless. (§ 800, subd. (b)(2)

2008(See Edgar v. MITE Corp. (1982) 457 U.S. 624, 645 [ 73 L.Ed.2d 269 , 102 S.Ct. 2629 ].) 3 All further statutory references are to this code unless otherwise indicated. 4 Although not at issue here, section 800 also provides that a complaint in a derivative action must contain allegations that the plaintiff shareholder first informed the directors of the ultimate facts of each cause of action and made a reasonable effort to induce them to commence suit themselves or otherwise redress the wrong, or allegations establishing that such efforts would have been futile or useless. (§ 800, subd. (b)(2)

2003This beneficial free market system depends at its core upon the fact that a corporation—except in the rarest situations—is organized under, and governed by, the law of a single jurisdiction, traditionally the corporate law of the State of its incorporation.” (CTS Corp. v. Dynamics Corp. of America (1987) 481 U.S. 69, 89-90 [ 95 L.Ed.2d 67 , 107 S.Ct. 1637 ].) “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 between the corporat

2003This beneficial free market system depends at its core upon the fact that a corporation—except in the rarest situations—is organized under, and governed by, the law of a single jurisdiction, traditionally the corporate law of the State of its incorporation.” (CTS Corp. v. Dynamics Corp. of America (1987) 481 U.S. 69, 89-90 [ 95 L.Ed.2d 67 , 107 S.Ct. 1637 ].) “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 between the corporat

2001(Bernhard v. Harrah’s Club, supra, 16 Cal.3d at p. 320 ; see also Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at pp. 164-165.) In making this comparative impairment analysis, the trial court must determine “the relative commitment of the respective states to the laws involved” and consider “the history and current status of the states’ laws” and “the function and purpose of those laws.” (Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at p. 166 .) These rules apply whether the dispute arises out of contract or tort (Application Group, Inc. v. Hunter Group, Inc., s

2001(Bernhard v. Harrah’s Club, supra, 16 Cal.3d at p. 320 ; see also Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at pp. 164-165.) In making this comparative impairment analysis, the trial court must determine “the relative commitment of the respective states to the laws involved” and consider “the history and current status of the states’ laws” and “the function and purpose of those laws.” (Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at p. 166 .) These rules apply whether the dispute arises out of contract or tort (Application Group, Inc. v. Hunter Group, Inc., s

2001(Bernhard v. Harrah’s Club, supra, 16 Cal.3d at p. 320 ; see also Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at pp. 164-165.) In making this comparative impairment analysis, the trial court must determine “the relative commitment of the respective states to the laws involved” and consider “the history and current status of the states’ laws” and “the function and purpose of those laws.” (Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at p. 166 .) These rules apply whether the dispute arises out of contract or tort (Application Group, Inc. v. Hunter Group, Inc., s

2001(Bernhard v. Harrah’s Club, supra, 16 Cal.3d at p. 320 ; see also Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at pp. 164-165.) In making this comparative impairment analysis, the trial court must determine “the relative commitment of the respective states to the laws involved” and consider “the history and current status of the states’ laws” and “the function and purpose of those laws.” (Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at p. 166 .) These rules apply whether the dispute arises out of contract or tort (Application Group, Inc. v. Hunter Group, Inc., s

2001(Bernhard v. Harrah’s Club, supra, 16 Cal.3d at p. 320 ; see also Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at pp. 164-165.) In making this comparative impairment analysis, the trial court must determine “the relative commitment of the respective states to the laws involved” and consider “the history and current status of the states’ laws” and “the function and purpose of those laws.” (Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at p. 166 .) These rules apply whether the dispute arises out of contract or tort (Application Group, Inc. v. Hunter Group, Inc., s