Gibson Dunn Discusses Delaware Chancery Decision on Advance Notice Bylaws

In an important transcript ruling issued on August 14,[1] the Delaware Court of Chancery upheld the validity and vitality of advance notice bylaw provisions, which govern the timing and disclosure requirements of stockholder nominations of board candidates.  The ruling should give further comfort to boards of public corporations in enforcing reasonable and customary safeguards commonly imposed on the critical director nomination process.

The recent transcript ruling was issued in connection with the unsolicited efforts by Bay Financial Capital to acquire Barnes & Noble Education, Inc. (BNED).  BNED operates physical and virtual bookstores for educational institutions, sells textbooks wholesale, and … Read more