EXAMEN v. VANTAGEPOINT VENTURE PARTNERS

C.A. No. 1142-N.

873 A.2d 318 (2005)

EXAMEN, INC., a Delaware corporation, Plaintiff, v. VANTAGEPOINT VENTURE PARTNERS 1996, a Delaware limited partnership, Defendant.

Court of Chancery of Delaware, New Castle County.

Decided: March 31, 2005.


Attorney(s) appearing for the Case

Martin P. Tully, Esquire, David J. Teklits, Esquire, Thomas W. Briggs, Jr., Esquire, Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware; Greg L. Johnson, Esquire, Pillsbury Winthrop LLP, Sacramento, California, Attorneys for the Plaintiff.

J. Travis Laster, Esquire, Brock E. Czeschin, Esquire, Richards, Layton & Finger, P.A., Wilmington, Delaware; Michael D. Torpey, Esquire, James N. Kramer, Esquire, Justin M. Lichterman, Esquire, Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Attorneys for the Defendant.


OPINION AND ORDER

LAMB, Vice Chancellor.

I.

The plaintiff, a Delaware corporation, seeks a judicial declaration that a stockholder vote on a pending merger is governed by Delaware law. If the vote is governed by Delaware law, common stockholders and preferred stockholders will vote on the merger as a single class.

The defendant, a large venture capital firm that owns 83% of the corporation's preferred stock, argues that California...

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