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Corporations

Vantagepoint v. Examen Inc. (Del. 2005)

This Delaware case deals with the only sustained challenge to the internal affairs doctrine in the U.S.: section 2115 of the California Corporations Code.

1. By its own terms, does section 2115 apply in this case?
2. Why does the Delaware Supreme Court not apply section 2115?
3. Does the Delaware Supreme Court hold that the internal affairs doctrine is embodied in the U.S. constitution?
4. What is better for Delaware’s business – section 2115 or strict adherence to the internal affairs doctrine?
5. As a policy matter, did the party arguing for application of section 2115, VantagePoint, deserve its protection in this case?