Kellner v. AIM Immunotech Inc., et al.
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In this case before the Court of Chancery of the State of Delaware, plaintiff and counterclaim-defendant Ted D. Kellner sought to challenge certain bylaws adopted by AIM ImmunoTech Inc., defendant and counterclaim-plaintiff, and its board of directors. Kellner had sought to nominate himself and two others as director candidates for election at AIM's 2023 annual meeting. The AIM Board rejected the nomination notice for violating the amended bylaws.
Kellner challenged six provisions in the amended bylaws. He also asserted that the Board's rejection of his nomination notice was improper. The court found that the Board proved that two of the challenged provisions were non-preclusive and reasonable means to obtaining enhanced disclosure. It struck down the other four provisions because they inequitably infringed on the stockholder franchise without a legitimate reason. However, the court found that the Board acted reasonably and equitably in rejecting the Kellner Notice.
The court thus entered judgment for Kellner in part and for AIM in part on the claim concerning the validity of the amended bylaws. It entered judgment for AIM on the claim concerning Kellner's compliance with the amended bylaws and the Board's rejection of his notice.
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