Johnson v. Johnson

The question presented in this case is whether the substantive law of Nebraska or Delaware applies to a complaint alleging oppression of a shareholder of a Delaware corporation, the sole asset of which is all the stock of a Nebraska corporation. Given the allegations made in this case, we conclude that Delaware law controls whether the plaintiff has stated a cause of action, and therefore, we affirm the judgment of the district court dismissing the plaintiff’s complaint.

FACTUAL AND PROCEDURAL BACKGROUND

A district court’s grant of a motion to dismiss for failure to state a claim under Neb. Ct.…