The Bylaw Groundswell: Advance Notice Provisions in the Wake of CSX

Companies are rushing to amend their bylaws’ advance notice provisions before the 2009 proxy season. Outdated securities regulations, in combination with recent pro-shareholder judicial decisions, have spurred companies to take matters into their own hands to protect themselves from activist shareholder tactics. The Second Circuit’s holding in CSX Corporation v. The Children’s Investment Fund is the most recent in the line of judicial decisions that have catalyzed advance notice revisions.

Please click here to view the first page of the article, published in Volume 22 Number 11, November 2008 Insights: The Corporate & Securities Law Advisor.