Vantage Point Venture Partners vs Examen Inc

Vantage point venture partners VS Examen Inc

March 3 2005- Examen files a complaint (in the court of Chancery) against Vantagepoint (Delaware ltd partnership and Series A preferred shareholder of Examen) arguing that 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.

Basically there are two types of outstanding shares: preferred shares and commmon shares.

Vantage point owns 83.4% of the preferred stock but only 15 % of the total stock. Therefore, if only preferred shareholders can vote they have control and if all shareholders can vote, the do not have control.

March 8- Vantage point files action in California Supreme court (they go to california and not Delaware beause they wanted the california law to apply. Section 2115 of the california corporations code states that companies with any contact in california but incorporated in other states the section 2115 applies)

March 10 - Court of Chancery(delaware) granted expedited(fast) hearing to Examen

March 21 - California supreme stayed its action pending ruling of chancery (california supreme court waited until delaware decided something)

March 29 – Chancery held that Delaware Law governed the votes

April 1st – Vantagepoint filed appeal with supreme court Delaware

April 4th- Vantage point sought(tried) to enjoin(stop) merger from closing pending appeal (vantage point wanted the merger not to happen until the court decided the appeal)

April 5th –Supreme Delaware denied request to enjoin merger but granted expedited appeal

(ok we are going to listen to you but we are not going to stop the merger)

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Merger was completed

Appeal (vantage point appeal) was decided not MOOT (it does not affect) by supreme Delaware

If Delaware law applied single class vote vantage point can´t necessary block the merger

Court of chancery Decided that issue was one...