Court of Chancery Reaffirms High Bar for Challenging Advance Notice Bylaws, but Emphasizes the Importance of Clear Drafting

On August 25, 2025, the Delaware Court of Chancery in Carroll v. Burstein dismissed a stockholder’s facial challenge to the advance notice bylaw of Stoke Therapeutics, Inc. (Stoke).  An advance notice bylaw requires a stockholder to provide a company advance notice of its intention to nominate a director candidate or submit a proposal for approval by stockholders.  The decision adds to the growing body of caselaw governing advance notice bylaws in the wake of Kellner v. AIM ImmunoTech Inc., 320 A.3d 239 (Del. 2024) (Kellner II), which held that a bylaw is facially invalid only if it cannot operate lawfully under any circumstance.  In addition, Carroll offers an important reminder to companies of the need for careful bylaw drafting to promote clarity and foster sound corporate governance.

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