New York Court of Appeals Roundup: Court Reaffirms Internal Affairs Doctrine for Foreign Corporations
07.24.25
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In their column in the New York Law Journal, Litigation Partners Linton Mann III and Joshua Polster analyzed the recent Court of Appeals decision in Ezrasons, Inc. v. Rudd. In the decision, a six judge majority affirmed New York’s internal affairs doctrine, which holds that the rights and relationships of corporate shareholders and managers are presumptively governed by the law of the place of incorporation. The decision leaves room for future litigation over whether foreign or out-of-state requirements for pleading derivative claims are substantive or procedural requirements that would not apply in New York.
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