The Supreme Court came to this conclusion: “[The applicant] does not identify the fundamental public policy of that State which would be violated by the application of Hong Kong law to an action brought by a Hong Kong company against its alleged controlling shareholder. We did not refer to a California law or a constitutional provision to exclude freedom of contract in this context. Even in the absence of a choice of law clause, Hong Kong`s general interest in the internal affairs of local businesses would, in most cases, require the application of its law. [See remainder[2d Conf. of Laws], § 306 [Commitments of the majority shareholder to the company, which are determined by the law of the founding State, except in unusual circumstances which are not available here]; McDermott Inc. v. Lewis (Del.Super.CT. 1987) 531 A.2d 206, 214-216 [dispute concerning the right to vote in the enterprise subject to the law of the founding State]; Matter of Reading Co. (3d Cir.
1983) 711 F.2d 509, 517 [founding State`s compulsory fiduciary right of the minority shareholder]” ( Nedlloyd, a.a.O., 3. Cal.4. on p. 471, added in italics.) “State law regulates a company`s relationship with its shareholders, directors and executives with respect to internal corporate governance. Alternatives have almost unbearable consequences for the company and its leaders. With the existence of multi-governmental and multinational organizations, directors and senior managers have a considerable right. to know what right is applied to their acts. Shareholders also have the right to know by what standards of accountability they can hold accountable those who manage the affairs and affairs of the company.
“( McDermott, a.o.a., 531 A.2d at pp. 216-217; agreement, Newell Co. v. Petersen (2001) 325 Ill.App.3d 661, 687-688 [758 N.E.2d 903, 923, 259 Ill.Dec. 495], app. Dism. (2002) 199 Fig. 2d 558 [775 N.E.2d 3, 266 Fig.
441]. As one commentator explained: “Historically, companies have been seen as creations of every state. Company charters have been issued at will by state legislators. Since enterprises were created only by state charters, a rule on internal affairs developed rapidly, requiring that only the chartering state could regulate the unit it had created. Early cases treated the home affairs rule as a concept of derogation for the forum, a theory that the courts really had no jurisdiction over foreign companies. In the early 1950s, these elements of competence became only those of the Forum non conveniens and the rule of internal affairs became a rule of deferral to the substantive law of the founding State. (Johnson, Risky Business: Choice-of-Law and the Unincorporated Entity, above, 1 J. Small Emerging Bus. L. on pp.
268-269, fns. Omitted.) In November 2015, Courtney Ann Campbell (“Campbell”) and Tammy Pfeifer (“Pfeifer”) were involved in a car accident.