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Willa Sharpe is an associate in the Business Trial Practice Group in the firm's New York office.

In Ezrasons, Inc. v. Rudd, 2025 NY Slip Op. 03008, 2025 N.Y. LEXIS 717 (N.Y. May 20, 2025), the New York Court of Appeals reaffirmed the fundamental and controlling nature of the internal affairs doctrine as it relates to the choice of law regarding corporate governance disputes. Specifically, the Court held that in enacting Sections 626(a) and 1319(a)(2) of New York’s Business Corporation Law (“BCL”), the New York legislature did not clearly manifest an intent to displace the long-settled doctrine as it applies to shareholder derivative standing with respect to corporations formed under the laws of another jurisdiction. This decision provides further assurance to foreign corporations that New York courts will enforce the substantive law of the place of incorporation for litigation involving the corporation’s internal affairs.Continue Reading New York Court of Appeals Reaffirms the Internal Affairs Doctrine for Foreign Corporations