—But remember that CNET has described this whole endeavor as “improper” because Jana and its partners are deemed to be short-term shareholders without standing. This is the crux of the legal issue, and (of course) is where things get complicated. CNET’s bylaws state that to have standing, the nominating shareholder is required to have held $1,000 worth of stock for at least a year. Jana acquired its stake in October, far short of this requirement. Of course, that’s not the end of the story. Jana is complaining about the exact wording (see post) and the application of the relevant bylaws, claiming that they’re “discriminatory” and violate shareholder’s rights, per Delaware law.

—The exact arguments are rather technical, though CNET may be able to argue that its bylaws are legitimate. But there’s a twist: Davidoff notes that under the law, there’s the equivalent of a “tie goes to the runner” principle, or more precisely: “ambiguity is to be determined in favor of the stockholders.” So Jana could win if it can successfully introduce ambiguity surround the meaning of the bylaws in question. Ultimately, neither side appears to have a sure thing and the courts could give some kind of split decision, allowing Jana to submit directors, but only to replace the two that are coming up for election this year. And of course, the legal side is only a slice of the whole battle, because Jana would still need to rally shareholders around its cause and then begin the task of making whatever changes it has in mind.