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This would seem to be at odds with another bylaw provision that requires a majority vote of stockholders to amend the bylaws.
The problem is not Maryland law, but that CommonWealth has a bylaw provision that requires all shareholder disputes to be arbitrated.
A "The bylaw provision protecting the original sponsor is probably lawful," said Arthur I. Weinstein, a Manhattan co-op and condominium lawyer.
But in a case decided last year, an appellate court ruled that a bylaw provision restricting the sale of certain units in a building only to existing owners did not constitute an unreasonable restraint on alienation.
On February 26 , 2018 Deason requested that Xerox waive its advance notice bylaw provision so that he could nominate a slate of directors for election at the 2018 Annual Meeting; the Board refused to grant a waiver.
Proxy access is now a mainstream bylaw provision at S&P 500 companies—71% at the end of 2018 compared to less than 1% in 2014 and it is extending significantly into the Russell 1000.
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This brings us to the second question: will federal courts uphold and enforce charter and bylaw provisions mandating fee-shifting?
If charter or bylaw provisions are unclear, we resolve any doubt in favor of the stockholders' electoral rights.
ISS has also modified its approach to proposals relating to bylaw provisions that would impact shareholder litigation rights.
On occasion, particular proxy contests highlight practical issues with bylaw provisions that can lead to drafting improvements.
Many companies have not reviewed their charter and bylaws recently, and in a proxy contest the language of many bylaw provisions can take on a different meaning.
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