Sabrina Ursaner '10 has been awarded first place in the 2010 American Bar Association Business Law Section Mendes Hershman Student Writing Contest. Ursaner will be awarded $2,500 and has been invited to attend the annual Business Law Section Spring Meeting in Denver. Ursaner’s paper, “Keeping ‘Fiduciary Outs’ Out of Shareholder Proposed Bylaws: An Analysis of CA, Inc. v. AFSCME,” will be published in the Spring 2010 issue of the NYU Journal of Law & Business.
The paper analyzes CA, Inc. v. AFSCME, a case decided in the summer of 2008, in which the Delaware Supreme Court held that bylaws mandating reimbursement of expenses in contested board elections are a proper subject for shareholder action, but not without a “fiduciary out”—a contract provision typically used in merger agreements that allows directors of a corporation to terminate a deal if completing the transaction would cause them to violate their fiduciary duties. Ursaner argues that shareholder-proposed bylaws are not the proper place for fiduciary outs, which have historically been used only in the merger context, and takes the position that a requirement to include a fiduciary out in future shareholder-proposed bylaws should not be read into the 2009 amendments to the Delaware General Corporation Law (DGCL), which explicitly authorize bylaws relating to proxy access and reimbursement of election expenses but make no mention of fiduciary outs.
“I am incredibly excited and feel very honored to receive this award,” Ursaner said.
This fall, Ursaner will be clerking for the Honorable William B. Chandler III, Chancellor of the Delaware Court of Chancery.
Posted March 31, 2010