Man Claims Routine Corporate By-Law Preventing New Shareholders From Effecting Managerial Change Constitutes as “Discrimination” — Files Suit and Wins

This action is brought to redress the wrongful application by CNET and its board of directors of two discriminatory advance notice by-laws that purport to strip certain stockholders of their ability to make stockholder proposals at the Company’s 2008 Annual Meeting or to nominate candidates for election to the Company’s board of directors at that meeting and to compel the production of certain stocklist materials pursuant to Section 220 of the Delaware General Corporation Law (“Section 220”). CNET’s interpretation of the advance notice by-laws is unreasonable in that it purports to require stockholders to beneficially own at least $1,000 of securities of the Company entitled to vote at an annual meeting of the Company ????

Wants to takes over the company

informed the Company that JANA intended to, among other things, (i) nominate two persons for election as Class III directors at the 2008 Annual Meeting, (ii) propose that the by-laws be amended to cause an increase in the size of the board from eight to thirteen directors, and (iii) nominate an additional five persons to fill the positions created by the increase in the size of the board in the event that the by-laws are amended to increase the size of the board.

Claims he is being discriminated against (seriously)

CNET’s interpretation of Article II, Section 3, and Article III, Section 6, is discriminatory and unreasonable PER SE and its application should be enjoined permanently.

Says he is being “harmed”

CNET’s interpretation of Article II, Section 3, and Article III, Section 6, is invalid on its face, and is currently causing Plaintiff irreparable harm.

It’s like when that new guy shows up to the job and starts making all kinds of demands. Usually they are ignored, or worse, they eventually get fired, but in today’s capital markets their opinions are valued the same as people who have stuck around for several years, through thick and thin.

This is the world we live in folks. It’s not about the company anymore, it’s about what the stock market perceives the value to be at any one particular moment in time. If some new guy shows up and thinks things should change, even if they haven’t been around long enough to know if things should change, they should just change: shareholder “value” (replace the word value with money).

If the people you have elected to run the company don’t think it’s a good idea to be letting the new guy have the right to decide the direction of the company, that’s considered discrimination now. Never mind the fact that there are 1000’s of companies to choose from and you can simply sell and invest somewhere else — it’s just “discrimination”.



Dec. 3, 1976, “SEC Report on Ownership of Securities”

https://ia801700.us.archive.org/23/items/fsec00unit/fsec00unit.pdf

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