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JANA MASTER FUND, LTD. v. CNET NETWORKS, INC.

Civ.A. No. 3447-CC.

954 A.2d 335 (2008)

JANA MASTER FUND, LTD., Plaintiff, v. CNET NETWORKS, INC., Defendant.

Court of Chancery of Delaware.

Decided: March 13, 2008.

Attorney(s) appearing for the Case

Martin P. Tully, David J. Teklits, James D. Honaker, and Kevin M. Coen, of Morris, Nichols, Arsht & Tunnell, LLP, Wilmington, DE; of counsel: Marc Weingarten and William Cassin, of Schulte Roth & Zabel, LLP, New York City, for Plaintiff.

Donald J. Wolfe, Jr., Kevin R. Shannon, and Brian C. Ralston, of Potter Anderson & Corroon, LLP, Wilmington, DE; of counsel: Robert C. Myers and Richard W. Reinthaler, of Dewey & Leboeuf, LLP, New York City, for Defendant.

OPINION

CHANDLER, Chancellor.

The storm of words in this case, which ranged in rhetorical heft from allusions to Lewis Carroll's Through the Looking Glass1 to incantations of "the bloody shirt of Blasius,"2 has proven to be a tempest in a teapot. For reasons I explain below, I have determined that the unambiguous language of the bylaw at the heart of this case renders the bylaw...

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