General DataComm Industries, Inc. v. State of Wisconsin Investment Board

OPINION

STRINE, Vice Chancellor.

In this matter, the plaintiff, General Da-taComm Industries, Inc., (“GDC”), a Delaware corporation, seeks declaratory and injunctive relief regarding the validity of a bylaw proposed for consideration at GDC’s upcoming annual meeting by the defendant, State of Wisconsin Investment Board (“SWIB”). The proposed “Repricing Bylaw” provides as follows:

Option Repricing. [GDC] shall not reprice any stock options already issued and outstanding to a lower strike price at any time during the term of such option, without the prior approval of the shareholders.

Compl. ¶ 8.

GDC…