871 A.2d 1108
SYNOPSIS: Appellant corporation challenged the judgment of the Court of Chancery of the State of Delaware, in and for New Castle County, which held that Delaware law governed a vote that was required to approve a merger between it and a legal services corporation. The corporation had sought a declaration that Cal. Corp. Code § 2115 applied to the merger and that appellee shareholder had a vote.
-The shareholder was a Delaware limited partnership and was a Series A preferred shareholder of the corporation.
-The corporation was a Delaware corporation engaged in the business of providing web-based legal expense management solutions, and, following the merger with the legal services corporation, also a Delaware corporation, a combined name became the surviving entity.
-The corporation sought a judicial declaration that, pursuant to controlling law, the shareholder was not entitled to a class vote of the Series A preferred stock on the proposed merger between the corporation and the legal services corporation.
-If Delaware law applied, the shareholder did not have a class vote and would have been permitted to block the vote approving the merger.
-The trial court held that Delaware law governed the vote that was required to approve the merger between the two Delaware corporate entities.
The court held that the trial court properly applied the internal affairs doctrine of Delaware as it applied to foreign corporations and properly held that the shareholder had no class vote.
-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. -The law of the incorporating state generally should determine the right of a shareholder to participate in the administration of the affairs of the corporation.
OUTCOME: The court affirmed the judgment of the trial court and directed the clerk of the court to issue the mandate immediately.
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