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Business Organizations Keyed to Cox
VantagePoint Venture Partners 1996 v. Examen, Inc.
Citation:
871 A.2d 1108 (2005)Facts
Examen was a Delaware corporation engaged in the business of providing web-based legal expense management solutions to a growing list of Fortune 1000 customers. On February, 2005, Examen and Reed Elsevier executed the merger agreement. Under the Delaware General Corporation Law, adoption of the merger agreement required the affirmative vote of the holders of a majority of the issued shares of the common stock and Series A preferred stock. Vantage Point, which owned 909,091 shares of Series A preferred stock and no shares of common stock, was entitled to vote based on a converted number of 1,392,727 shares of stock.
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