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Summaries and analysis of recent Delaware court decisions concerning business-related litigation.
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- Chancery Finds Plaintiff Failed To State A Non-Exculpated Claim Against Special Committee Defendants In Complaint Challenging A Merger
- Chancery Finds Stockholder Conferred a Substantial Corporate Benefit by Challenging the Joint Vote of Two Classes of Common Stock under Section 242(b)(2) of the DGCL
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Court of Chancery Explains Bylaw on Proxy Solicitation
Posted In Stockholders' Meetings
JANA Master Fund, Inc.v. CNET Networks, Inc., C.A. 3447-CC (Del. Ch. March 13, 2008)
This is a useful decision on the proper interpretation of a bylaw that governs stockholder proxy proposals in light of SEC Rule 14a-8. The Court held that the bylaw only applied to stockholder requests to have a proposal included in the company's proxy materials under rule 14a-8. In that way the Court again emphasized that Delaware interprets bylaws so as to increase the ability of stockholders to vote.
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