affairs” and that courts have “almost invariably” applied the law of the place of incorporation to such issues despite the fact that the corporation has little or no contact with the place of incorporation. Section 302, cmts. a, at 306-07, and g, at 311; see also 9 Fletcher Cyclopedia of the Law of Private Corporations (Fletcher) § 4223.50, at 5 (Supp.1994) (“the internal matters of corporate governance are governed by the law of the state of incorporation”). A corporation’s internal affairs include its capacity to sue or be sued, and thus the law of the place of incorporation governs that issue. See Restatement (Second) of Conflict of Laws § 302, at 306; 19 C.J.S. Corporations § 893, at 550 (1990); United States v. Northeastern Pharm. & Chem. Co., 810 F.2d 726, 746 (8th Cir.1986) (<HOLDING>). Because this case involves the internal
holding that delaware law controlled delaware corporations capacity to sue or be sued holding that the words sue and be sued when used in a statute do not by themselves waive immunity holding that the trustee alone has the capacity to sue and be sued  holding that delaware law requires fraud injustice or inequity to be shown before the alter ego doctrine can be used to find personal jurisdiction over a parent corporation holding that a party can sue a state officer in his or her official capacity to enjoin prospective action that would violate federal law