On May 21, 2025, Michael Schiffer, Carmen Fonda, and Lauren Fields published “Chancery Ruling Raises Bar For Advance Notice Bylaws Suits” in Law360. The following is an excerpt:
The Delaware Court of Chancery held on April 14 in Siegel v. Morse that equitable challenges to the enforceability of advance notice bylaws are not ripe for dispute in the absence of an actual deterrence to nominating a director.
The Court of Chancery applied the rule derived from the Delaware Supreme Court's July 2024 decision in Kellner v. AIM ImmunoTech Inc., that in order for a Delaware court to engage in equitable review of advance notice bylaws or apply a plaintiff-friendly enhanced scrutiny standard, there must be a genuine controversy regarding the adoption, amendment or application of the challenged bylaws.
Access the article here.