VANTAGEPOINT VENTURE PARTNERS 1996, a Delaware limited partnership, Defendant Below, Appellant, v. EXAMEN, INC., a Delaware corporation, Plaintiff Below, Appellee., 871 A.2d 1108

Summary

The shareholder was a Delaware limited partnership and was a Series A preferred shareholder of the corporation. The corporation was a Delaware corporation engaged in the business of providing web-based legal expense management solutions, and, following the merger with the legal services corporation, also a Delaware corporation, a combined name became the surviving entity. The corporation sought a judicial declaration that, pursuant to controlling law, the shareholder was not entitled to a class vote of the Series A preferred stock on the proposed merger between the corporation and the legal services corporation. If Delaware law applied, the shareholder did not have a class vote and would have been permitted to block the vote approving the merger. The trial court held that Delaware law governed the vote that was required to approve the merger between the two Delaware corporate entities. The court held that the trial court properly applied the internal affairs doctrine of Delaware as it ...