871 A.2d. 1108 (Del. 2005)
-Examen wanted to merge with another corporation (Reed Elsevier)
-The merger required shareholder approval. VantagePoint (a shareholder) opposed the merger.
-Conflict of Laws: Difference between how votes would be counted under DE law vs. CA law.
-Vantage had enough shares to veto merger under CA standard, but not under DE standard.
-Examen sued to determine what law (CA v. DE) should apply.
-DE follows Internal Affairs Doctrine, which states that the law of a state of incorporation should govern any disputes regarding corporations internal affairs.
-CA exercises power over corporations that are "psudeo-foreign" because they conduct most of their activities or have a majority of their shareholders in the state, but are incorporated in another state.
-The DE Supreme Court affirmed with the trial court that the DE Internal Affairs Doctrine should apply.
-The issue about voting and mergers involves the relationship between a corporation and its shareholders. Therefore it is an 'internal affair'.
Course: Corporate Law
Topics: Internal Affairs Doctrine, Conflict of Laws