JANA sought to replace the two current directors who were up for re-election, expand the size of the board from eight to thirteen, and nominate five individuals to fill the newly created positions. This action would result in a new majority of control of CNET’s board. In response to JANA’s request of the stocklist materials in order to solicit shareholder proxies, CNET contended that JANA failed to state a proper purpose in accordance with the company’s bylaws. Ultimately, the court held that the “Notice Bylaw” does not apply to JANA’s independently funded proxy solicitation and that it only applies to Rule 14a-8 proposals.
