News & Analysis as of

Bylaws 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

Cooley LLP

Delaware Advance Notice Decisions Highlight Move Toward Enhanced Scrutiny of Board Actions, Even Where Conflicts Exist

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Like US constitutional law, Delaware courts apply a tiered standard of judicial review to actions taken by the board of directors of corporations...more

Hogan Lovells

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

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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

Morris James LLP

Delaware Court of Chancery Upholds Incumbent Directors’ Decision not to Excuse Stockholders’ Non-Compliance with Advance Notice...

Morris James LLP on

Rosenbaum v. CytoDyn Inc., 2021 WL 4775410 (Del. Ch. Oct. 13, 2021) - The Delaware Court of Chancery recently upheld incumbents’ decision not to include insurgent director nominees on the ballot due to their failure to...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

Morris James LLP

Delaware Supreme Court Finds That Stockholder Failed to Satisfy Unambiguous Requirements of Advance Notice Bylaw

Morris James LLP on

Blackrock Credit Allocation Income Tr., et al. v. Saba Capital Master Fund, Ltd., No. 297, 2019 (Del. Jan. 13, 2020). The Delaware Supreme Court reversed the Court of Chancery’s decision requiring two closed-end trusts...more

Bass, Berry & Sims PLC

Advance Notice Bylaw Provisions Upheld by Delaware Supreme Court

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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

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Reverses the Court of Chancery and Upholds the Enforceability of Clear and Unambiguous Advance Notice Bylaw...

On January 13, 2020, the Delaware Supreme Court issued an opinion addressing deadlines and supplemental information requirements under advance notice bylaws. In the opinion, BlackRock Credit Allocation Income Trust v. Saba...more

Bass, Berry & Sims PLC

Revisiting Advance Notice Provisions and Proxy Access

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Advance Notice Bylaw Provisions - A recent Delaware case, Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, highlights the importance of advance notice bylaws and the careful application of the...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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