Del. Court of Chancery Denies Request for Dissident Slate to Stand for Election to CytoDyn Inc. Board in Advance Notice Bylaw Dispute

Business Law Today

Rosenbaum v. CytoDyn Inc., C.A. No. 2021-0728-JRS (Del. Ch. Oct. 13, 2021) (Slights, V.C.)

In this memorandum opinion and following trial on a paper record, the Delaware Court of Chancery denied plaintiffs’ request for a mandatory injunction to compel CytoDyn Inc. (the “Company”) to allow plaintiffs’ dissident slate of directors to stand for election to the board at the Company’s October 28, 2021, annual meeting. The Court concluded that plaintiffs’ nomination notice, which was submitted on the eve of the notice deadline specified in the Company’s bylaws, was deficient and the board was justified in rejecting it, despite a nearly month-long delay in responding to the notice.

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