Examen, Inc. v. VantagePoint Venture Partners 1996

Examen, Inc. (plaintiff), a Delaware corporation with headquarters in California, negotiated a merger with Reed Elsevier, Inc. Examen then sought approval of the merger by its stockholders, intending all stockholders (both common and preferred stock) to vote together under Delaware law. VantagePoint Venture Partners (VantagePoint) (defendant), a Delaware limited partnership with offices in, among other places, California, held 8 percent of Examen’s preferred stock. VantagePoint contended that California law should apply, which required separate votes by the common-stock holders and the preferred-stock holders—essentially giving VantagePoint veto control. Examen filed an action for declaratory judgment in the Delaware Court of Chancery seeking a declaration that Delaware law controlled the stockholder voting rights. VantagePoint filed a separate action in California Superior Court seeking to apply California law and demanding the right to conduct discovery to determine if facts supported California over Delaware law. The California court stayed the action before the court, pending a decision by the Delaware court. Examen filed a motion for judgment on the pleadings in the Delaware action, contending that no discovery was necessary and that the court could rule as a matter of law that Delaware law applied to Examen’s internal affairs. VantagePoint again sought discovery but also contended that both state laws could be applied together—even though the California statute expressly stated that it excluded other state law—and that choice-of-law principles required the court to find the California statute unconstitutional before the court could preclude application of California law.