On August 1, 2024, Michael Schiffer, Carmen Fonda, and Lauren Fields published “Analyzing Advance Notice Bylaws on 'Clear' or 'Cloudy' Days” in Law360. The following is an excerpt:
The Court of Chancery's decision, consistent with the Delaware courts' other recent decisions on advance notice bylaws, is a reminder of the importance of adopting or amending advance notice bylaws on a clear day, but also taking care to equitably enforce bylaws provisions even if they are adopted on a cloudy day. We expect that, absent future clarifying decisions by the Delaware courts, the enforcement of advance notice bylaws may routinely trigger enhanced scrutiny review, as an enforcement challenge, unlike an adoption challenge, almost certainly involves enforcement on a cloudy day.
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