AIM - Kellner Seeking Expedited Appeal of Delaware Court Finding that Nomination Notice was Properly Denied | Benzinga
Court Found that Several AIM Advance Notice Bylaws Are Invalid
NEW YORK, Jan. 3, 2024 /PRNewswire/ -- Ted D. Kellner, Todd Deutsch and Robert L. Chioini (collectively, the "Kellner Group") today issue the following statement in connection with their efforts to bring accountability to the entrenched, incumbent Board of Directors (the "Board") of AIM Immunotech Inc. (NYSE:AIM) and create value for stockholders.
On December 28, 2023, the Delaware Court of Chancery ruled in Mr. Kellner's favor that four separate advance notice bylaw provisions adopted by the AIM Board in March 2023 are invalid. The invalidated provisions relate to the substantive topics of arrangements and understandings, prior relationships among the nominating stockholder or associated persons and nominees, ownership and other economic interests and known support. According to the Court, "these provisions seem designed to thwart an approaching proxy contest, entrench the incumbents, and remove any possibility of a contested election." (emphasis added) The Court only addressed six directly challenged provisions and found four of those to be invalid, but noted that certain offending language appeared in numerous other provisions throughout the advance notice bylaws.
We believe this ruling is consistent with our view that the clear purpose of AIM's advance notice bylaw amendments was to provide pretext to deny any nomination, no matter the disclosure provided, and it was inevitable that any nomination attempt would ...