Let Bylaws be Bylaws

A March Delaware Court of Chancery decision, which the Delaware Supreme Court recently affirmed, should forewarn companies with advance notice bylaws to review these provisions to ensure they are interpreted as intended. In Jana Master Fund Ltd. v. Cnet Networks Inc., the Court of Chancery narrowly interpreted a longstanding advance notice bylaw, holding that it applied only to shareholder proposals and nominations submitted for inclusion in management's proxy materials pursuant to Rule 14a-8 of the federal securities laws. 

Let Bylaws Be Bylaws, written by Donald J. Wolfe, Jr. and Abigail M. LeGrow and published Daily Deal/The Deal discusses the court's decision.