CAFA contains an “internal affairs” exception: class actions may not be removed where they arise by virtue of the laws of the State in which the business is organized.  In LaPlant v. Northwestern Mutual Life Insurance Co., 701 F.3d 1137 (7th Cir. 2012) (No. 12-3264), plaintiffs claimed that Northwestern Mutual had improperly recalculated the benefits under an annuity contract.  Defendant removed the class action to federal court.  The district court remanded, finding that the policyholders in a mutual insurance company are akin to shareholders.  Thus, the dispute between the policyholder plaintiffs and the mutual insurance company defendant implicated the “internal affairs” of the corporation.  The Seventh Circuit reversed.  Notwithstanding that defendant was organized as mutual company, this lawsuit was a dispute between the insurance company and its creditors.  As such, it did not implicate the defendants’ internal affairs; it only presented a claim under contract law.