BEBCHUK v. CA, INC.

C.A. No. 2145-N.

902 A.2d 737 (2006)

Lucian A. BEBCHUK, Plaintiff, v. CA, INC., Defendant.

Court of Chancery of Delaware, New Castle County.

Decided: June 22, 2006.


Attorney(s) appearing for the Case

Jay W. Eisenhofer, Esquire, Stuart M. Grant, Esquire, Michael J. Barry, Esquire, P. Bradford deLeeuw, Esquire, Grant & Eisenhofer, Wilmington, Delaware, Attorneys for the Plaintiff.

Raymond J. DiCamillo, Esquire, Elizabeth C. Tucker, Esquire, Addie P. Asay, Esquire, Richards, Layton & Finger, Wilmington, Delaware; James C. Morphy, Esquire, Robert J. Giuffra, Jr., Esquire, Sullivan & Cromwell, New York, New York, Attorneys for the Defendant.


OPINION

LAMB, Vice Chancellor.

The question presented by this declaratory judgment action is whether a stockholder proposed bylaw that seeks to limit the authority of a board of directors to enact a stockholder rights plan of unlimited duration is valid under Delaware law. Because the proposed bylaw has not yet been adopted by the stockholders and because no other compelling justification exists to trigger this court's jurisdiction, the court concludes...

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