Lidow v. Superior Court of Los Angeles County

Alexander Lidow (plaintiff) worked for International Rectifier Corporation (IRC) (defendant), a Delaware corporation headquartered in California, eventually becoming a board member and CEO. When IRC launched an internal investigation into accounting irregularities at a Japanese subsidiary, Lidow traveled there to address employee concerns about the investigators' tactics, criticized those tactics to IRC, and criticized the outside law firm overseeing the investigation. The investigation's resulting report concluded Lidow was responsible for the accounting irregularities; IRC placed him on paid leave, and he stepped down as CEO under a negotiated separation. Lidow sued IRC for wrongful termination in violation of public policy, and IRC moved for summary adjudication, arguing the internal-affairs doctrine made Delaware law govern and that Delaware law barred a CEO from claiming wrongful termination; the superior court granted IRC's motion, and Lidow appealed.