While jurisdiction over the dissolution of a corporation was once limited to the Courts of its state of incorporation, apparently, that is no longer an absolute rule. See, Stuart L. Pachman, Title 14A: Corporations 538 (GANN 2007). In fact, New Jersey has lead the way in “modernizing” the law in this field with the adaptation of modern choice of law doctrines. In Krzastek v. Global Resource Industrial and Power, Inc., No. A-1815-06T2 (App. Div. Sept. 11, 2008), the New Jersey Appellate Division upheld an application of New Jersey’s oppressed minority shareholder statute in a suit brought by a minority shareholder of a Massachusetts corporation.
In Conway v. DialAmerica Marketing, Inc., BER-C-116-08 (Super. Ct. Sept. 30, 2008), the trial did the same in a case brought by a minority shareholder of a Delaware corporation. In both Conway and Krzastek, the New Jersey dissolution statute afforded the plaintiffs rights and/or remedies broader than those available under the laws of the states of incorporation.
In both cases, the defendants unsuccessfully argued for dismissal based on the “internal affairs doctrine.” In other words, an oppressed minority shareholder of a foreign corporation with significant ties to the Garden State to have their matter adjudicated in New Jersey. These cases are good for oppressed minority shareholders. That is because New Jersey law protects oppressed minority shareholders.