As a voice crying in the wilderness, I have for many years proclaimed that the internal affairs doctrine is not as all-encompassing as Delaware and its devotees would like to believe.  The limitations on the internal affairs doctrine are particularly apparent when considering the relationships of corporations and their officers.  Officers are often, but not always, employees.  As such, the employment relationship will be subject to the employment laws of the state in which the officers are employed.  Regardless of employment status, officers are also agents of the corporations and as such the agency relationship will be subject to agency choice of law principles.  In many cases, officers will have compensation and other express agreements with the corporation and those agreements are likely to include a choice of law provision.  

Professor Ann M. Lipton at Tulane Law School tackles the challenges to the internal affairs doctrine in her forthcoming essay, Inside Out (or, One State to Rule them All): New Challenges to the Internal Affairs Doctrine.  She has a number of recommendations, including a call for more modesty from Delaware:

Finally, at the most basic level, Delaware – which has long been recognized as having an incentive to construe the internal affairs doctrine as broadly as possible – must assume more modesty when it comes to matters that even it concedes are governed by non-Delaware law.  It should not offer up its own entities as a shield against the laws of other sovereigns, regardless of its judgment as to the wisdom of those sovereigns’ mode of regulation.