ohm: Agree that Rosenbaum likely will strive to preserve in Court of Chancery what he obtained through federal court settlement. -- a place for his slate on the BOD ballot. But that can be done by settling the by-laws case in state court on essentially the same basis as the federal settlement. CYDY, obviously, would have to agree, but without knowing what Sidley Austin is advising, its guesswork to predict how the the state court case plays out. However, I suspect that the by-law deficiencies are susceptible to the same curing measures as the nominating notice deficiencies, and I doubt CYDY wants to run the risk of the Court of Chancery issuing an injunction prohibiting rejection of the activist slate. So, with 13D support in shambles, agreeing to another settlement on the same grounds would seem a prudent course for management.

On the other hand, if SA feels very confident that the Court of Chancery will rule favorably on the injunction issue, then CYDY may go for the jugular.