On April 29, 2026, the Delaware Supreme Court upheld the dismissal of consolidated stockholder challenges to advance notice bylaws that The AES Corporation and Owens Corning each adopted in 2023. Advance notice bylaws are the internal rules setting out how far in advance, and with what disclosures, a stockholder must tell a company it intends to nominate directors or bring business before a meeting. The stockholders attacked the provisions in the abstract, without anyone having actually attempted a nomination and been turned away.
The court held that this was not enough to proceed. Delaware courts will review these provisions when there is a concrete, live dispute about how a bylaw is being applied, not when the alleged harm depends on future events that have not occurred. The decision continues a consistent line of recent bylaw rulings and means such provisions generally will not be tested in court until a real nomination dispute arises.
