Trimble: After reading the 56 page Memorandum Opinion issued by Vice Chancellor Slights, which you so generously linked to your post, I am of the opinion that any appeal to the Delaware Supreme Court by Rosenbaum is likely to be fruitless. Of even greater import, the exceedingly thorough and well crafted reasoning of Chancellor Slights' decision will set a high bar for the granting of a Stay Order by the appellate court, pending its potential review of the denial of Rosenbaum's request for mandatory injunctive relief.
Any Stay would necessitate a lengthy postponement of the BOD election and, I imagine, continued downward pressure on the share price. So I am very pleased that Chancellor Slights went to the time and trouble to so carefully consider the facts, arguments of the parties, and the controlling Delaware case law.
As suggested previously, his/her reasoning focused generally on 2 competing legal theories: "respect for the rules" and "shareholder rights." The outcome determinative factor proved to be the omission in the CYDY by-law relating to Nomination Notices of any expressed process to cure deficiencies (a process that was allowed under SEC proxy contest rules). While the court opined that the Rosenbaum group may have been entitled, under equitable principles, to a reasonable time to cure notwithstanding the lack of express language in the by-law, any such entitlement was squandered when Rosenbaum submitted his Nomination Notice on the very last day, June 30, to do so.