CNET and Office Depot: Precision Drafting Needed for Advance Notice Bylaws

June 1, 2008

Two recent Delaware Chancery Court opinions, Jana Master Fund, Ltd. v. CNET Networks, Inc. and Levitt Corp. v. Office Depot, ruled in favor of stockholder activists seeking to nominate directors in order to wage proxy fights and as a result corporations should reconsider their bylaw provisions to ensure that management has sufficient notice and opportunity to respond to shareholder nominations and proposals.

This article, co-authored by Cleary Gottlieb partner Daniel S. Sternberg and associate Matthew P. Salerno, appears in the June 2008 issue of Cleary Gottlieb’s M&A and Corporate Governance Report.

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CNET and Office Depot: Precision Drafting Needed for Advance Notice Bylaws