Corporate Choice of Law - A Comparison of the United States and European Systems and a Proposal for a European Directive

Abstract

New Jersey Supreme Court applied New Jersey law rather than New York law to determine directors' liability, because New Jersey had more significant relationships to the parties and transactions than New York, and the parties agreed that New Jersey law should apply. 20 The case was followed by a federal district court in New Jersey in In re ORFA Securities Litigation. 21 These cases all involved directors' or officers' liability, which means that the presumption of the internal affairs rule can be overcome under certain circumstances, 22 but the exceptions to the internal affairs rule are not limited to that fact pattern.In Gries Sports Enterprises, Inc. v. Modell, the Ohio S upreme Court applied Ohio law to a voting agreement between shareholders of a Delaware corporation. 23 In Jefferson Industrial Bank v. First Golden Bancorporation, the Colorado Court of Appeals applied Colorado law to a Delaware corporation with respect to the shareholders' rights to inspect the books of the corporation. 24 In Greenspun v. Lindley, a case involving a Massachusetts business trust, the New York Court of Appeals rejected in dictum any automatic application of the internal affairs doctrine in cases in which there were significant contacts be Governed by Law of Forum when Corporate Activity Centers in Forum, 108 U. PA.L. REV.