Grosset v. Wenaas

Grosset v. Wenaas (2008) 42 Cal.4th 1100, involved a Delaware corporation based in California. The case presented the question whether a derivative action could be maintained after the plaintiff lost his status as a stockholder due to a merger. The Supreme Court noted that if there was a conflict between Delaware and California laws on the standing issue, "we must then analyze the governmental interests of the two states, including the effect of the internal affairs doctrine, to determine which state's law ought to apply." (Id. at p. 1107.) However, the court never reached the merits of the conflict issue because it found no substantial difference between the laws of the two states. (Id. at p. 1119.)