On October 13, 2022, the First Department issued a decision in Eccles v. Shamrock Capital Advisors, LLC, 2022 NY Slip Op. 05750, holding that the internal affairs doctrine applies to an officer or director at the time of the conduct at issue, explaining:
The first and second causes of action, both of which allege breach of fiduciary duty by directors and officers of FanDuel, are governed by Scots law. FanDuel is a Scottish company, incorporated in Scotland, and under the so-called internal affairs doctrine, relationships between a company and its directors and shareholders are generally governed by the substantive law of the jurisdiction of incorporation. Contrary to plaintiff’s argument otherwise, defendants did not consent to New York law. For one thing, the record shows that at the May 2018 FanDuel board meeting, it was made clear to the directors that they were bound by their duties under the United Kingdom Companies Act of 2006. What is more, defendants submitted ample evidence sufficient to prove the substance of Scots law.
We reject plaintiff’s argument that the internal affairs doctrine applies only to officers and directors at the time of the lawsuit. Rather, the question is whether defendants were current officers or directors. Application of the doctrine to former directors protects the parties’ justified expectations, promotes uniformity and predictability of outcome, and prevents different laws from applying to different directors who all engaged in the same challenged transaction simply because of the date on which plaintiff chose to sue. To the extent our past decisions could be interpreted as suggesting otherwise we clarify that the internal affairs doctrine applies to an officer or director at the time of the conduct at issue.
(Internal quotations and citations omitted).