VantagePoint Venture Partners 1996 v. Examen, Inc.

VantagePoint (defendant), holding 83 percent of preferred (but no common) stock in Delaware corporation Examen (plaintiff), opposed a merger that would pass under Delaware's single-class shareholder vote (which VantagePoint lacked the votes to block) but would fail if California's § 2115 — purporting to impose California's class-voting rules on foreign corporations with sufficient California ties — applied instead, since VantagePoint controlled the preferred class needed to block the merger under that rule. Examen sued in Delaware for a declaratory judgment that Delaware law, not § 2115, governed; the trial court granted Examen judgment on the pleadings, and VantagePoint appealed.