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Perspective

Sep. 7, 2012

Internal affairs doctrine clarified for quasi-California corporations

Certain matters of internal governance should be governed by the laws of the state of incorporation. By David J. Segre, Denny Kwon and Douglas K. Schnell of Wilson Sonsini Goodrich & Rosati P.C.


By David J. Segre, Denny Kwon and Douglas K. Schnell


Companies incorporated outside of California but with significant California contacts (so-called "quasi-California corporations") have struggled with exactly how to comply with the long-arm statute found in Section 2115 of the California Corporations Code. The statute purports to impose a number of provisions of the code on quasi-California corporations, including the requirement to obtain separate ap...

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