Corporations 2 Flashcards
_______ _________ ______ ___________
- The principle that the local law of the state of incorporation will be applied to determine questions pertaining to the internal affairs of a corporation. RSTMT (Second) Conflicts of Law §§ 303-310.
The Internal Affairs Doctrine
The Internal Affairs Doctrine
The _______ that the _____ ______ of the state of incorporation will be applied to determine questions pertaining to the internal affairs of a corporation. Restatement (second) Conflicts of Law §§ 303-310
principle
local law
The Internal Affairs Doctrine
The principle that the local law of the ______ of __________ will be applied to determine questions pertaining to the internal affairs of a corporation.Restatement (second) Conflicts of Law §§ 303-310
state
incorporation
The Internal Affairs Doctrine
The principle that the local law of the state of incorporation will be ________ to determine questions pertaining to the internal affairs of a corporation. Restatement (second) Conflicts of Law §§ 303-310
applied
The Internal Affairs Doctrine
The ______ that the local law of the state of incorporation will be applied to ________ ________ pertaining to the internal affairs of a corporation. Restatement (second) Conflicts of Law §§ 303-310
principle
determine questions
The Internal Affairs Doctrine
The principle that the local law of the sate of incorporation will be applied to determine questions ________ to the _____ ______ of a _______. Restatement (second) Conflicts of Law §§ 303-310
pertaining
internal affairs
corporation
The Internal Affairs Doctrine
The principle that the local law of the state of incorporation will be applied to determine questions pertaining to the internal affairs of a corporation. Restatement (second) Conflicts of Law §§ 303-310
This can be _______ even when the _______ otherwise has no _______ _______ to the state of incorporation.
true
corporation
substantial relationship
_____ _______: Election of Directors, Shareholder Rights and Voting; Director/ Officer Fiduciary Duty, Etc.
Internal Affairs
_______ ___ ___ ______ (Shareholder-Friendly) v. _____ ____ ___ _______(Director-Friendly)
Race to the top
Race to the bottom
_______ ________
* Election of directors
* Appointment of officers
* Adoption of corporate bylaws
* Issuance of shares
* Preemptive rights
* Board meetings
* Annual shareholder meetings
* Voting
* Shareholder rights to review records
* Director and other fiduciary duty
Internal Affairs
Internal Affairs
1. ?
2.
3.
4.
5.
6.
7.
8.
9.
10,
- Election of Directors
Internal Affairs
1.
2. ?
3.
4.
5.
6.
7.
8.
9.
10,
- Appointment of officers
Internal Affairs
1.
2.
3. ?
4.
5.
6.
7.
8.
9.
10,
- Adoption of corporate bylaws
Internal Affairs
1.
2.
3.
4. ?
5.
6.
7.
8.
9.
10,
- Issuance of Shares
Internal Affairs
1.
2.
3.
4.
5. ?
6.
7.
8.
9.
10,
- Preemptive Rights
Internal Affairs
1.
2.
3.
4.
5.
6. ?
7.
8.
9.
10,
- Board Meetings
Internal Affairs
1.
2.
3.
4.
5.
6.
7. ?
8.
9.
10,
- Annual Shareholder Meetings
Internal Affairs
1.
2.
3.
4.
5.
6.
7.
8. ?
9.
10,
- Voting
Internal Affairs
1.
2.
3.
4.
5.
6.
7.
8.
9. ?
10,
- Shareholder rights to review records
Internal Affairs
1.
2.
3.
4.
5.
6.
7.
8.
9.
10. ?
- Director and other fiduciary duty
______ ________ are governed by the internal affairs doctrine that is local law of the state of incorporation.
internal affairs
Internal affairs are ______ _____ the internal affairs doctrine that is local law of the state of incorporation.
governed by
Internal affairs are governed by the ______ _______ _________ that is local law of the state of incorporation.
internal affairs doctrine
Internal affairs are governed by the internal affairs doctrine that is ____ ______ of the state of incorporation.
local law
Internal affairs are governed by the internal affairs doctrine that is local law of the _____ _____ _________.
state of incorporation
_______ ___ _______ has to do with contracts between the corporation and other parties. The internal affairs doctrine has to do with internal workings with one single corporation. The law that applies for this is the law of the state of incorporation.
Choice of Law
Choice of law has to do with _______ between the corporation and other parties. The internal affairs doctrine has to do with internal workings with one single corporation. The law that applies for this is the law of the state of incorporation.
Contracts
Choice of law has to do with contracts between the corporation and other parties. The ______ ______ ______ has to do with internal workings with one single corporation. The law that applies for this is the law of the state of incorporation.
internal affairs doctrine
