Companies adopt bylaws regulating how shareholders nominate directors and where internal disputes are litigated.

Advance notice bylaws require nominations and proposals to be submitted within a window before the meeting, with specified disclosure about the nominee, the proponent, their holdings, arrangements and interests. They are generally enforced where clear and unambiguous, and ambiguity is construed against the company.

Scope creep. Recent amendments requiring extensive disclosure about a proponent’s other holdings, relationships and communications have drawn scrutiny, and provisions found unreasonable or adopted for an entrenchment purpose have been invalidated.

Enforcement. A board rejecting a nomination for non-compliance acts in a context of conflict, and courts examine whether the requirement was clear and whether rejection was equitable.

Forum selection bylaws designating a specific court for internal corporate claims are enforceable in most jurisdictions and have been extended in some states to federal securities claims.

Fee-shifting bylaws imposing costs on unsuccessful shareholder plaintiffs have been prohibited by statute in several states.

Adoption timing. Bylaws adopted after a dispute arises, applied to the party in the dispute, receive far more scrutiny than those adopted on a clear day.