Slarskey LLC, together with its Delaware co-counsel, achieved a win after trial for client Barnwell Industries, Inc., and members of Barnwell’s Board of Directors, by securing a declaratory judgment that Barnwell’s advance notice bylaw was valid and that the Company and the Board acted reasonably and equitably when applying the bylaw.

A dissident Barnwell shareholder had submitted an advance notice seeking to nominate his own slate of candidates for election to Barnwell’s Board at the Company’s upcoming Annual Meeting of shareholders. Upon review, Barnwell determined that the notice did not comply with the requirements set forth in the Company’s bylaws, including that it failed to provide the Board with the necessary information to communicate with and make recommendations to shareholders concerning their exercise of voting rights. Accordingly, Barnwell rejected the notice in accordance with its bylaws.

In March 2025, Slarskey LLC filed suit on Barnwell’s behalf, seeking a declaratory judgment that the advance notice was invalid, and as a result the dissident shareholder was barred from presenting his slate of nominees for election at the upcoming Annual Meeting. The dissident, in turn, filed counterclaims against Barnwell and its directors, including breach of fiduciary duty claims alleging that the directors acted improperly in enforcing the advance notice bylaw.

Following expedited discovery and briefing, the Delaware Court of Chancery held a trial.

After trial, the Court ruled in Barnwell’s and its directors’ favor, finding that the Board had acted reasonably and equitably in applying its valid bylaw. The Court granted a declaratory judgment confirming that the advance notice was invalid and that the shareholder could not nominate his proposed slate at the Annual Meeting, enabling the Company to enforce its bylaws and work toward holding an orderly election and ensure that shareholders are able to cast well-informed votes.