Two recent rulings from the Delaware Court of Chancery relating to matters that frequently arise in proxy contests and activism settlement agreements were favorable to companies. In Paragon Technologies, Inc. v. Terence J. Cryan, et al. (November 30, 2023), Vice Chancellor Will denied an investor’s request for a preliminary injunction that would have (1) required the board to let its candidates stand for election after the company rejected its advance notice of nomination and (2) permitted the investor to purchase more shares of the company pursuant to a request for an exemption to make such purchase under the company’s NOL rights plan. In Texas Pacific Land Corporation v. Horizon Kinetics LLC, et al.(December 1, 2023), Vice Chancellor Laster ruled that the investor should have voted with the board’s recommendation on a proposal in the company’s proxy statement to increase the number of authorized shares of common stock pursuant to the terms of a stockholders agreement entered into connection with an activism campaign and deemed the shares to have been voted in favor of the proposal declaring the proposal approved. These cases show that Delaware courts continue to recognize the enforceability of advance notice bylaw provisions, the legitimacy of NOL rights plans, and the enforceability of contractual provisions in activism settlement agreements. For more information, please see our client alert.