Corporate Changes Not Enough to Warrant Bylaw Injunction, Court Rules
A material change in circumstances is not a strong enough claim to enjoin a corporation's advance notice bylaws when electing directors, the Delaware Court of Chancery has ruled. The court's decision blocked an activist hedge fund's efforts to nominate its own slate of directors at an aeronautics manufacturer's annual meeting.
January 07, 2015 at 04:05 AM
4 minute read
A material change in circumstances is not a strong enough claim to enjoin a corporation's advance notice bylaws when electing directors, the Delaware Court of Chancery has ruled. The court's decision blocked an activist hedge fund's efforts to nominate its own slate of directors at an aeronautics manufacturer's annual meeting.
AB Value Partners LP, an activist hedge fund, owns an 11.1 percent stake in Kreisler Manufacturing Corp., a manufacturer of instruments for the aerospace and military industries. The hedge fund sought to nominate its own slate of directors at Kreisler's annual stockholder meeting.
Kreisler's advance notice bylaws required shareholders to submit board nominees by Oct. 18, but AB Value did not submit its list of nominees until sometime after that date, according to court documents. Although AB Value conceded that it did not notify the company by the mid-October deadline, it argued that material events that occurred after Oct. 18 rendered the advance notice bylaws unenforceable.
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