Ted D. Kellner v. AIM ImmunoTech Inc.

Summary

The Supreme Court of Delaware held that challenges to advance-notice bylaws require separate validity and equitable-enforceability analyses. It held that the Ownership Provision was facially invalid because it was unintelligible, while the other challenged provisions were facially valid but unenforceable because the board adopted them primarily to obstruct Kellner’s proxy contest and preserve incumbent control. The judgment was affirmed in part and reversed in part, with no further action required because the case was closed.