Morris, Nichols, Arsht & Tunnell LLP
MONTH-IN-BRIEF (Feb 2022)
[lwptoc]
Delaware Court Interprets Advance Notice Bylaws Under General Principles of Contract Interpretation
By Mark Hobson
In Strategic Investment Opportunities, LLC v. Lee Enterprises, Inc., et al., Vice Chancellor Will analyzed a claim involving an initial step in a hostile bid by the plaintiff, Strategic Investment Opportunities, LLC (“Opportunities”)—or more accurately, the attempt by Opportunities’ ultimate parent, Alden Global Capital LLC—to acquire the defendant, Lee Enterprises, Inc., by trying at the last moment to designate two nominees for election as directors at the defendant’s 2022 stockholders’ annual meeting.
The core issues in this case involved the interpretation and application of the facts at hand to the defendant’s bylaws—specifically, whether at the time of making the nomination Opportunities qualified as a “record holder” pursuant to Section 2(a) of the bylaws, and whether the nomination materials submitted by the plaintiff satisfied the form requirements in Sections 2(b)(1)(viii) and 2(b)(4) of the defendant’s bylaws. Vice Chancellor Will ultimately determined that the plaintiff failed to satisfy either requirement and ruled in favor of the defendant.