VANTAGEPOINT VENTURE PARTNERS 1996,（二）.docVIP

VANTAGEPOINT VENTURE PARTNERS 1996, a Delaware limited partnership, Defendant Below, Appellant, v. EXAMEN, INC., a Delaware corporation, Plaintiff Below, Appellee. 871 A.2d 1108 (Del. 2005). Supreme Court of Delaware. Background: Delaware corporation filed complaint against its preferred shareholder, seeking a judicial declaration that shareholder was not entitled to a class vote of preferred stock on corporations proposed merger with Delaware subsidiary of another corporation. The Court of Chancery, New Castle County, applying Delawares internal affairs doctrine, entered judgment on pleadings for corporation, and concluded that preferred shareholder had no right to separate class vote on merger. Preferred shareholder filed expedited appeal. 8Holding: The Supreme Court, Holland, J., held that Delawares well-established choice of law rules, due process clause, and commerce clause mandated that issue of whether preferred shareholder had the right to class vote on proposed merger be adjudicated exclusively in accordance with law of Delaware as state of incorporation. Affirmed. Upon appeal from the Court of Chancery. AFFIRMED. HOLLAND, Justice: This is an expedited appeal from the Court of Chancery following the entry of a final judgment on the pleadings. We have concluded that the judgment must be affirmed. Delaware Action On March 3, 2005, the plaintiff-appellee, Examen, Inc. (“Examen”), filed a Complaint in the Court of Chancery against VantagePoint Venture Partners, Inc. (“VantagePoint”), a Delaware Limited Partnership and an Examen Series A Preferred shareholder, seeking a judicial declaration that pursuant to the controlling Delaware law and under the Companys Certificate of Designations of Series A Preferred Stock (“Certificate of Designations”), VantagePoint was not entitled to a class vote of the Series A Preferred Stock on the proposed merger between Examen and a Delaware subsidiary of Reed Elsevier Inc. California Action On March 8, 2005, VantagePoint