Internal Affairs Doctrine
Prof. Ribstein blogs about a California case that addresses whether insider trading claims should be covered by the corporate "internal affairs" rule or by the choice of law rule that applies to state securities claims. The internal affairs doctrine provides that the governance of the issues among shareholders and directors is controlled by the state of incorporation, and has been repeatedly upheld by the Delaware Supreme Court. Here is the link:
Ideoblog: Insider trading and the internal affairs rule
