Does the State of Incorporation Governs All Issues With Respect to the Internal Affairs of a Corporation ?

Libco Corp. v. Roland, 99 Ill. App. 3d 1140, 426 N.E.2d 309, 55 Ill. Dec. 334 (1981) which involved a breach of fiduciary duty claim against the corporation, the court concluded that, because the corporation was incorporated in Delaware, Delaware law controlled all issues, including prejudgment interest. Libco Corp., 99 Ill. App. 3d at 1148. However, the court's decision was based on a specific and distinct choice of law provision providing that the state of incorporation governs all issues with respect to the internal affairs of a corporation. Libco Corp., 99 Ill. App. 3d at 1144. See also Newell Co. v. Petersen, 325 Ill. App. 3d 661, 687, 758 N.E.2d 903, 259 Ill. Dec. 495 (2001) (noting that the rule providing that the state of incorporation governs all issues with respect to the internal affairs of a corporation is a distinct choice of law principle).