Delaware Supreme Court Reverses the Court of Chancery and Upholds the Enforceability of Clear and Unambiguous Advance Notice Bylaw Deadline
Find the official post at Wilson Sonsini's website ! ALERTS January 22, 2020 On January 13, 2020, the Delaware Supreme Court issued an opinion addressing deadlines and supplemental information requirements under advance notice bylaws. In the opinion, BlackRock Credit Allocation Income Trust v. Saba Capital Master Fund, Ltd. , 1 written by Justice Karen Valihura, the Court allowed two closed-end investment funds 2 to disregard a stockholder's nomination of directors due to a failure by the stockholder to provide a completed questionnaire by the deadline imposed by the bylaws. This decision reversed the Delaware Court of Chancery, which had issued an injunction requiring the funds to count votes for the stockholder's nominees. The decision provides important guidance for proxy contests going forward and is a strong signal that stockholders ignore clear deadlines in advance notice bylaws at their significant peril. Factual Background On Mar...