Delaware Court of Chancery Addresses Director Questionnaire Requirements in Advance Notice Bylaws

September 2019


In Saba Capital Master Fund, Ltd. v. BlackrockCredit Allocation Income Trust, the Delaware Courtof Chancery held that the failure by a shareholderseeking to nominate a competing slate of directors ina proxy contest to timely complete and return directorquestionnaires pursuant to the board’s requestfor additional information regarding the nomineesunder the company’s advance notice bylaw couldnot serve as a basis for invalidating the nominationsunder circumstances where the questionnairewas found to be overbroad and to have exceededthe scope of the bylaw’s information requirements.Despite its key finding, however, the Saba opinionsuggests that director questionnaire requirements inadvance notice bylaws are not facially invalid and,depending on their terms and the circumstances inwhich they are adopted

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