Randy Holland

“ Examen is a Delaware corporation. The legal issue in this case - whether a [p1116] preferred shareholder of a Delaware corporation had the right, under the corporation's Certificate of Designations, to a Series A Preferred Stock class vote on a merger - clearly involves the relationship among a corporation and its shareholders. As the United States Supreme Court held in CTS, "no principle of corporation law and practice is more firmly established than a State's authority to regulate domestic corporations, including the authority to define the voting rights of shareholders." ”

“ Facts Examen was a Delaware corporation engaged in the business of providing web-based [p1111] legal expense management solutions to a growing list of Fortune 1000 customers throughout the United States. Following consummation of the merger on April 5, 2005, LexisNexis Examen, also a Delaware corporation, became the surviving entity. VantagePoint is a Delaware Limited Partnership organized and existing under the laws of Delaware. ”

“ VantagePoint argues, however, that Delaware's "choice" to apply the law of the state of incorporation to internal affairs issues - notwithstanding California's enactment of section 2115 - will result in future forum shopping races to the courthouse. VantagePoint submits that, if the California action in these proceedings had been decided first, the California Superior Court would have enjoined the merger until it was factually determined whether section 2115 is applicable. ”

“ Section 2115 is characterized as an outreach statute because it requires certain foreign corporations to conform to a broad range of internal affairs provisions. Section 2115 defines the foreign corporations for which the California statute has an outreach effect as those foreign [p1114] corporations, half of whose voting securities are held of record by persons with California addresses, that also conduct half of their business in California as measured by a formula weighing assets, sales and payroll factors. ”