VantagePoint Venture Partners 1996 v. Examen, Inc.
Delaware Supreme Court
871 A.2d 1108 (2005)
- Written by John Caddell, JD
Facts
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.
Rule of Law
Issue
Holding and Reasoning (Holland, J.)
What to do next…
Here's why 815,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.