Recent Rulings from Delaware Chancery Favorable to Companies in Shareholder Activism Context

Two recent rulings from the Delaware Court of Chancery relating to matters that arose in shareholder activism campaigns were favorable to companies. In Paragon Technologies, Inc. v. Terence J. Cryan, et al. (November 30, 2023) and Texas Pacific Land Corporation v. Horizon Kinetics LLC, et al. (December 1, 2023), Delaware courts continued 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.