Vantagepoint Venture Partners

1996 V. EXAMEN, INC. 871 A.2d 1108 (Del. 2005)


P was a Delaware corporation engaged in the business of providing web-based legal expense management solutions to a growing list of Fortune 1000 customers throughout the United States. D is a Delaware Limited Partnership organized and existing under the laws of Delaware. D, a major venture capital firm that purchased Examen Series A Preferred Stock in a negotiated transaction, owned eighty-three percent of Examen's outstanding Series A Preferred Stock (909,091 shares) and no shares of Common Stock. P and Reed Elsevier executed the Merger Agreement, which was set to expire on April 15, 2005, if the merger had not closed by that date. P's Certificate of Incorporation, including the Certificate of Designations for the Series A Preferred Stock, adoption of the Merger Agreement required the affirmative vote of the holders of a majority of the issued and outstanding shares of the Common Stock and Series A Preferred Stock, voting together as a single class. P, which owned 909,091 shares of Series A Preferred Stock and no shares of Common Stock, was entitled to vote based on a converted number of 1,392,727 shares of stock. There were 9,717,415 total outstanding shares of the Company's capital stock (8,626,826 shares of Common Stock and 1,090,589 shares of Series A Preferred Stock), representing 10,297,608 votes on an as-converted basis. An affirmative vote of at least 5,148,805 shares, was required to approve the merger. If the stockholders were to vote by class, D would have controlled 83.4 percent of the Series A Preferred Stock, which would have permitted D to block the merger. D acknowledges that, if Delaware law applied, it would not have a class vote. P, filed a Complaint in the Court of Chancery against D seeking a judicial declaration that pursuant to the controlling Delaware law and under the Company's Certificate of Designations of Series A Preferred Stock, D was not entitled to a class vote of the Series A Preferred Stock on the proposed merger between P and a Delaware subsidiary of Reed Elsevier Inc. D then filed an action in the California Superior Court seeking a declaration that P was required to identify whether it was a 'quasi-California corporation' under section 2115 of the California Corporations Code and that, as a Series A Preferred shareholder, D was entitled to vote its shares as a separate class in connection with the proposed merger, injunctive relief; and damages incurred as the result of alleged violations of California Corporations Code sections 2111(a)(2)(F) and 1201. The Court of Chancery granted P's request for an expedited hearing on its motion for judgment on the pleadings. The California Superior Court stayed its action pending the ruling of the Court of Chancery. The Court of Chancery ruled that the case was governed by the internal affairs doctrine and Delaware law governed the vote that was required to approve a merger between two Delaware corporate entities. D filed a notice of appeal in Delaware and sought to enjoin the merger from closing pending its appeal. D submits that 'Section 2115 was designed to provide an additional layer of investor protection by mandating that California's heightened voting requirements apply to those few foreign corporations that have chosen to conduct a majority of their business in California and meet the other factual prerequisite of Section 2115.' D contends that Delaware either must apply the statute if California can validly enact it, or hold the statute unconstitutional if California cannot.'