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Corporate Governance Advance Notice

Katten Muchin Rosenman LLP

Challenges to Advance Notice Bylaws Are Spiking

The last three months have seen a jump in shareholder lawsuits challenging “advance notice” provisions in company bylaws. Advance notice provisions are ubiquitous among Delaware public companies....more

Hogan Lovells

Rosenbaum v. CytoDyn: Noncompliance with advance notice bylaw can block shareholders’ board nominees - Quarterly Corporate / M&A...

Hogan Lovells on

In Rosenbaum v. CytoDyn Inc., C.A. No. 2021-0728-JRS (Del. Ch. Oct. 13, 2021), the Delaware Court of Chancery declined to apply the Blasius enhanced scrutiny standard to an incumbent board’s rejection of shareholders’...more

Goodwin

ISS 2021 Policy Updates On Federal Forum And Exclusive State Law Forum Provisions, Board Diversity And Other Matters

Goodwin on

Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more

Bass, Berry & Sims PLC

Advance Notice Bylaw Provisions Upheld by Delaware Supreme Court

Bass, Berry & Sims PLC on

In a previous blog post, we discussed the Delaware Chancery Court’s decision in Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust and its relevance to the interpretation of advance notice bylaw...more

A&O Shearman

Delaware Supreme Court Finds Dissident Board Nominees Ineligible Because Of Noncompliance With Bylaws Deadline To Respond To...

A&O Shearman on

On January 13, 2020, in an opinion authored by Justice Karen L. Valihura, the Supreme Court of Delaware held that defendants—two investment trusts—were permitted to disqualify the board nominees of a plaintiff shareholder for...more

Allen Matkins

Who Decides Whether A Shareholder Has Complied With An Advance Notice Bylaw?

Allen Matkins on

UCLA Professor Stephen Bainbridge asked the following question concerning advance notice bylaw provisions in “The Professor is Stumped: Today’s Corporate Law Question“...more

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