Lucian A. Bebchuk, professor of law, economics, and finance at Harvard Law School and director of its program on corporate governance, today sued CA Inc., Islandia, N.Y., over its attempt to exclude his bylaw proposal limiting a poison pill anti-takeover defense.
The suit, filed in Delaware Chancery Court, seeks a declaratory judgment that his proposal is valid under Delaware law and an order to compel the company, formerly called Computer Associates International Inc., to withdraw its SEC submission opposing the proxy proposal.
The suit could "resolve longstanding questions concerning the scope of shareholder power to adopt bylaws in general and in particular, bylaws limiting board adoption of poison pills," according to a statement from Grant & Eisenhofer, the law firm representing Mr. Bebchuk.
Jennifer Hallahan, CA director, corporate public relations, said in a statement: "We have only recently received Mr. Bebchuk's lawsuit and have no comment on it. As stated in our letter to the SEC dated April 21, we believe that the proposed bylaw amendment would violate Delaware law."