Document Type
Article
Publication Title
Vanderbilt Law Review En Banc
Publication Date
8-2024
Page Number
77
Keywords
corporate law, Chancery court
Disciplines
Courts | Law
Abstract
It is well established," under Delaware law, "that stockholders have a fundamental right to 'vote for the directors that the s[tock]holder[s] want [] to oversee the firm.'" Sternlicht v. Hernandez, 2023 WL 3991642 (Del. Ch. June 14, 2023) ("Sternlicht"). Moreover, "[s]ubsumed within that fundamental right to vote is the right to nom- inate a competing slate." Despite this recognition, the Delaware Gen- eral Corporation Law "is silent as to how a stockholder may propose a nominee for election." Strategic Inv. Opportunities LLC v. Lee Enters., Inc., 2022 WL 453607 (Del. Ch. Feb. 14, 2022) ("Strategic Investment Opportunities"). "[T]o fill this gap," public companies have adopted so- called advance notice bylaws. Generally, advance notice bylaws require stockholders to pro- vide the corporation with prior notice of their intention to nominate di- rector candidates, together with detailed information about their nom- inees, their stockholdings, and other relationships with the corporation. As such, "advance notice bylaws have become 'commonplace' tools for public companies to ensure 'orderly meetings and election contests.'"
Recommended Citation
Robert Reder and Noah Nance,
Chancery Court Demonstrates Willingness to Apply Context-Specific Tests in Assessing Challenges to Advance Notice Bylaws, 77 Vanderbilt Law Review En Banc. 77
(2024)
Available at: https://scholarship.law.vanderbilt.edu/faculty-publications/1708