Lerman v. Diagnostic Data, Inc.

BROWN, Vice Chancellor.

This is an action brought by a dissident shareholder who, along with others, is attempting to wage a proxy contest so as to elect a slate of directors in opposition to those nominated for the board by management. As a result of certain amendments to the defendant corporation’s by-laws which were accomplished after incumbent management was on notice of plaintiff’s intention to wage a proxy contest, it has now become impossible for the plaintiff and his compatriots to literally comply with the amended by-laws, the requirements of which impose conditions which must be met…