That doctrine "is a long-standing choice of law principle which recognizes that only one state should have the authority to regulate corporation's internal affairs—the state of incorporation

In VantagePoint, the Delaware Supreme Court held that the internal affairs doctrine required that Delaware law prevail over a contrary California statute, section 2115, which dealt with the internal affairs of corporations.[6

The internal affairs doctrine applies to those matters that pertain to the relationships among or between the corporation and its officers, directors, and shareholders

T] he conflicts practice of both state and federal courts has consistently been to apply the law of the state of incorporation to the entire gamut of internal corporate affairs

Further, "[t] he internal affairs doctrine is not... only a conflicts of law principle. Pursuant to the Fourteenth Amendment Due Process Clause, directors and officers of corporations `have a significant right... to know what law will be applied to their actions' and `[s] tockholders... have a right to know by what standards of accountability they may hold those managing the …

Under the internal affairs doctrine, that issue is governed by Delaware law, not by the terms of the Transaction Documents.

Delaware law would apply to the merits and we would have to decide whether that holder claim was cognizable at all and, if so, whether it was derivative or not

Plaintiffs do not seek to apply another state's law to the rules of shareholder voting or change Delaware's regulation of banking and credit card issuers incorporated and residing within its borders

"The internal affairs doctrine developed on the premise that, in order to prevent corporations from being subjected to inconsistent legal standards, the authority to regulate a corporation's internal affairs should not rest with multiple jurisdictions."