Delaware Supreme Court Case on Shareholder-Adopted Bylaws: The Parties’ Briefs

This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

In advance of the scheduled Delaware Supreme Court hearing tomorrow on the validity of the proposed shareholder-adopted election bylaw submitted for inclusion in the proxy materials of Delaware corporation CA, Inc, we are posting the briefs of the two sides, which were filed yesterday. As previously reported on the Blog, the case is before the Court on two questions certified by the Securities and Exchange Commission and accepted by the Court. Submitted by AFSCME Employees Pension Plan, the bylaw would require the company to reimburse reasonable stockholder expenses incurred in running a short slate of director nominees for election.

The brief of CA, Inc is here, and the brief of AFSCME Employees Pension Plan and its appendix are here and here. Oral argument is scheduled for tomorrow, July 9, at 10:00 a.m.

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