Court of Chancery Explains Bylaw on Proxy Solicitation

Posted on March 13, 2008 by Edward M. McNally
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JANA Master Fund, Inc.v. CNET Networks, Inc., C.A. 3447-CC (Del. Ch. March 13, 2008) 

This is a useful decision on the proper interpretation of a bylaw that governs stockholder proxy proposals in light of SEC Rule 14a-8.  The Court held that the bylaw only applied to stockholder requests to have a proposal included in the company's proxy materials under rule 14a-8.  In that way the Court again emphasized that Delaware interprets bylaws so as to increase the ability of stockholders to vote.

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