Tag: Advance Notice Bylaws

Stockholder’s Breach of Fiduciary Duty Claim against Chairman of Barnes & Noble Education, Inc. Dismissed by Delaware Court of Chancery

By: Joanna Diakos and Marissa Leon

In Bay Capital Finance, L.L.C. v. Barnes and Noble Education, Inc. (C.A. No. 2019-0539-KSJM), the Delaware Court of Chancery (the “Court”) enforced a company’s advance notice provision in its bylaws, dismissed a stockholder’s breach of fiduciary claim against a company’s chairman and ordered the stockholder to pay the defendants’ attorneys’ fees as a result of its bad faith litigation conduct.  

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