Lori Marks-Esterman and Jacqueline Ma Quoted in Law360 on Advance-Notice Bylaws in the Aftermath of Kellner


Olshan Chair of Litigation Lori Marks-Esterman and counsel Jacqueline Ma were quoted in a Law360 article (subscription required) about the December, 2023, ruling in Kellner v. AIM Immunotech Inc., concerning the onerous advance-notice bylaws that some companies use to defend against shareholder activists, and the discussion that this ruling provoked at this year’s Tulane Law School Corporate Law Institute. Lori commented that the Kellner decision may cause corporate counsel to reconsider how they advise companies on advance-notice requirements: “It was illuminating to hear counsel on the company side say that the advance notice bylaws the court struck down in Kellner were considered state-of-the-art. You really have this moment here.” Jacqueline emphasized the importance of the Kellner ruling, which has been appealed to the Delaware Supreme Court and is scheduled for arguments in April, saying, “The Delaware Supreme Court is likely to provide more commentary before any of the stockholders' cases that are currently filed will get to the stage of the litigation where the Chancery Court will make a determination.”

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