Chancery Won't Halt Barnes & Noble Spinoff's Annual Meeting

Law360 (August 14, 2019, 6:32 PM EDT) -- A Delaware vice chancellor late Wednesday rejected a spurned Barnes and Noble Education Inc. buyer’s bid to bar the company’s annual election until the rejected suitor’s nominees are added to a board slate, calling conflicts and flaws in the complaint “a little bit shocking.”

Ruling from the bench, Vice Chancellor Kathaleen S. McCormick said it was clear that Bay Capital Finance LLC and its principal and managing partner, Sunil Suri, missed a June 27 deadline for designation as a record holder of stock, despite repeated warnings of the cutoff. The failure disqualified Bay Capital from putting up four candidates for BNED’s...

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