Batchelder v. Kawamoto Appellees' Brief - Greines, Martin, Stein ...

situations," a corporation "is organized under, and governed by, the law of a
single jurisdiction, traditionally the corporate law of the State of its
incorporation. "
A legion of authorities upholds this view. First National City Bank v.
Banco Para El Comercio, 462 U.S. 611, 621, 103 S.Ct. 2591, 2597, 77
L.Ed.2d 46 (1983) (internal affairs doctrine "achieves the need for certainty and
predictability of result . . . and protect[s] the justified-expectations of parties
with interests in the corporation"); Davis & Cox v. Summa Corp., 751 F.2d
1507, 1527 (9th Cir. 1985); Nedlloyd Lines B. V. v. Superior Court, 3 Cal.4th
459, 471, 11 Cal.Rptr.2d 330, 834 P.2d 1148 (1992) ("Hong Kong's
overriding interest in the internal affairs of corporations domiciled there would
in most cases require application of its law"); Southern Sierras Power Co. v.
Railroad Comm fi, 205 Cal. 479, 483, 271 P. 747, 748 (1928) (disputes
concerning internal corporate affairs "must be settled by the courts of the state
creating the corporation"); see Cal. Corp. Code § 2116 (West 1990);
Restatement (Second) Conflict of Laws 5 302 cmt. e (1971).
"Internal affairs" include the determination of whether a particular person
may bring a shareholder derivative suit. Drachman v. Harvey, 453 F.2d 722,
726 n.9, 730 (2d Cir. 1971) (affirming dismissal of state law claims since
California, the state of incorporation, did not allow derivative suits by persons