CNET and Office Depot: Precision Drafting Needed for Advance Notice Bylaws
Two recent Delaware Chancery Court opinions, Jana Master Fund, Ltd. v. CNET Networks, Inc.
and Levitt Corp. v. Office Depot
, ruled in favor of stockholder activists seeking to nominate directors in order to wage proxy fights and as a result corporations should reconsider their bylaw provisions to ensure that management has sufficient notice and opportunity to respond to shareholder nominations and proposals.
This article, co-authored by Cleary Gottlieb partner Daniel S. Sternberg and associate Matthew P. Salerno, appears in the June 2008 issue of Cleary Gottlieb's M&A and Corporate Governance Report.