In Re Kyko Global Inc., et al.

Petitioners Kyko Global Inc. and Kyko Global GmbH assert breach of fiduciary duty claims against Respondent Omkar Bhongir in his capacity as a corporate director under Pennsylvania law. Relying upon the government interest choice-of-law analysis set forth in Nelson v. International Paint Co., 716 F.2d 640 (9th Cir. 1983), the Panel affirmed the application of California law to dismiss these claims. Petitioners assert that the application of Nelson has no basis in law and that the application of Pennsylvania law is required under the internal affairs doctrine pursuant to Davis & Cox v. Summa Corp., 751 F.2d 1507, 1527 (9th Cir. 1985), superseded on other grounds and Cal. Corp. Code § 2116. Without explanation, the Panel has refused to apply these authorities. The question presented for review is whether the Panel abused its discretion and improperly created a new legal rule to evaluate Petitioners’ breach of fiduciary duty claims when it applied Nelson – and failed to apply Davis and Cal. Corp. Code § 2116 – to hold the California law, instead of Pennsylvania law, applies to the breach of fiduciary duty claims.