February 25, 2020

February 24, 2020

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Sciabacucchi and Gender Quotas Engender Dubiety Over Internal Affairs

Professor Ann Lipton at Tulane University Law School has noted a slew of forthcoming papers concerning the internal affairs doctrine in light of Vice Chancellor Laster's holding in Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578, and California's enactment of a board gender quota.  She notes that Sciabacucchi is currently on appeal to the Delaware Supreme Court, with opening briefs due last week. 

Although the internal affairs doctrine may be the unofficial state religion of Delaware, it is being challenged by its own indeterminacy (what is and isn't an "internal affair") and other states' unwillingness to yield the field of corporate governance to Delaware.  As the Court of Appeal observed more than a quarter century ago in Wilson v. Louisiana-Pacific Resources, Inc., 138 Cal. App. 3d 216 (1982):

"[The internal affairs doctrine] has never been followed blindly in California."

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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...