A Harvard professor has issued a counter-challenge to software manufacturer CA Corp.'s assertion that the professor's shareholder-rights-plans bylaw proposal is illegal under Delaware state law.

Bebchuk said that CA is trying to use an illegality assertion to exclude his proposal to adopt a so-called poison-pill provision from the company's corporate ballot. Bebchuk is seeking a declaratory judgment from the Delaware courts that his proposal is valid under state law, as well as an order compelling the software company to withdraw a submission to the Securities and Exchange Commission containing the illegality assertion.

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