Advance notice bylaws are commonplace among public companies. Nearly all S&P 500 companies have a version of advance notice bylaws. Generally speaking, advance notice bylaws require that stockholders provide written notice and certain information to a corporation prior to submitting a proposal, nominating directors, or raising other business at a stockholder meeting. Following the adoption of the "universal proxy rule" by the Securities and Exchange Commission, boards of many public companies reviewed their advance notice bylaws wholesale and decided to amend such provisions. Those amendments were met by a wave of litigation culminating in the Delaware Supreme Court's decision in Kellner v. AIM ImmunoTech Inc., 320 A.3d 239 (Del. 2024).
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