Advance Notice Bylaws: Who Will Suffer the Consequences of Stockholder Noncompliance?
September 18, 2019
In a recent decision, Bay Capital Finance v. Barnes and Noble Education, C.A. No. 2019-0539-KSJM (Del. Ch. Aug. 14, 2019) (transcript), the Delaware Court of Chancery interpreted and analyzed the effect of stockholder noncompliance with the express requirements of an advance notice bylaw. In its decision, the Court of Chancery closely scrutinized the particular facts and circumstances that led to a stockholder’s noncompliance with an advance notice bylaw, including whether the company’s actions contributed to the stockholder’s noncompliance, to determine whether the stockholder’s nomination would be permitted.