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.