Internal Affairs Doctrine

California § 2115 purports to apply California corporate law to non-California companies with substantial California contacts

Denies defendant's motion for a permanently enjoining plaintiff from pursuing an action in California
California action was stayed pending Delaware action
Court now presumes that California Superior Court will dismiss on grounds of res judicata

Invoked the internal affairs doctrine to affirm
Chancery Court's dismissal of this action
Plaintiff was a venture capitalist that held
most of the defendant's Class A preferred
Defendant was a Delaware company whose charter provided that approval of mergers required the affirmative vote of the holders of a majority of the issued and outstanding shares of the Common Stock and Series A Preferred Stock, voting together as a single class
Plaintiff asserted that per §2115, it was entitled to a separate class vote under California law
Rejected by Delaware Supreme Court
Summary of Chancery Court decision
Internal affairs doctrine

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