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VantagePoint Venture Partners 1996 v. Examen, Inc.

Supreme Court of Delaware
871 A.2d 1108 (2005)


VantagePoint Venture Partners 1996 (VantagePoint) (defendant) held 83 percent of the preferred stock and no common stock in Examen, Inc. (Examen) (plaintiff), a Delaware corporation with ties to California. Examen entered into a merger agreement with another corporation. VantagePoint opposed the merger. Under Delaware law, the merger would require the approval of Examen’s shareholders voting as a single class, and VantagePoint would lack the votes to block the merger. If California law applied, the preferred shareholders would be entitled to a class vote; since VantagePoint controlled the preferred shareholder class, it could defeat the merger. A California statute (§ 2115) purports to apply California law to foreign corporations if the corporation has sufficient ties to California. Examen filed suit in Delaware, seeking a declaratory judgment that Delaware law applied in spite of § 2115 and that VantagePoint was not entitled to a class vote. The trial court in Delaware granted Examen’s motion for judgment on the pleadings. VantagePoint appealed.

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