Online media company CNET Networks Inc said it will appeal to Delaware Supreme Court a ruling that allowed a group of investors affiliated to a hedge fund to nominate seven directors to its board.
CNET said it is pursuing the appeal because a "costly and disruptive" proxy contest initiated by Jana Partners is not in the best interests of its stockholders.
In a statement, it also added that Jana Partners should not be allowed to seek to secure control of the company without providing any premium.
A Delaware court on March 13 ruled that hedge fund Jana Partners, which is leading a group of investors trying to take control of CNET's board, could nominate directors without violating the company's corporate bylaws.
CNET said its bylaw provisions, approved by stockholders, are fully applicable to Jana Partners' proposals and are valid and in the interests of stockholders.
Separately, Jana managing partner Barry Rosenstein asked the company not to appeal the ruling and said it is time for fundamental strategic and operational change at CNET.
(Reporting by Purwa Naveen Raman in Bangalore; Editing by Gopakumar Warrier)