TheCorporateCounsel.net

We cover a lot of “shareholder activism” developments over on DealLawyers.com, so in early January, John blogged there about the Chancery Court’s decision in Kellner v. AIM Immunotech (Del. Ch.; 12/23) addressing a challenge to advance notice bylaw amendments. Vice Chancellor Will upheld certain amendments but struck down others. This recent Morgan Lewis law flash says plaintiff firms are back at it, having “recently filed several virtually identical complaints in the Delaware Court of Chancery challenging often used public company advance notice bylaws as facially invalid.” The alert says none of these suits appear to arise from any active director nomination process at the defendant companies, and the potential plaintiffs’ attorney fee seems to be what’s motivating their filing.

Consider yourself on notice — now’s the time to review your bylaws if you haven’t already! Take a look at our prior blogs on identifying and modifying offending provisions and how to make sure that advance notice bylaws incorporate the latest protective features without going so far that the bylaw will be struck down when it’s enforced.

– Meredith Ervine