From our private database of 35,600+ case briefs...
VantagePoint Venture Partners 1996 v. Examen, Inc.
Delaware Supreme Court
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.
Rule of Law
Holding and Reasoning (Holland, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 618,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.Unlock this case briefRead our student testimonials
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.Learn about our approachRead more about Quimbee
Here's why 618,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 35,600 briefs, keyed to 984 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.