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Implications of Lee for a Board’s Decision to Reject a Nomination Notice That is Not in Compliance With the Advance Notice Bylaw

M&A/PE Briefing | March 4, 2022

In Strategic v. Lee Enterprises (Feb. 14, 2022), the Delaware Court of Chancery emphasized that, as a general matter, a corporation has a valid interest in enforcing the technical requirements of the company’s advance notice bylaw.  At the same time, the court confirmed that it generally will not accord business judgment deference to a board’s decision to reject even a plainly non-compliant nomination notice, and an enhanced scrutiny standard of review will apply. The decision indicates that directors will meet that standard so long as they acted reasonably. In the attached Briefing, we discuss the decision and offer related practice points for boards.
 

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