For Your Data Afscme V. Aig, Inc. Instance Brief
February 26, 2016
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AFSCME v. AIG, Inc. example brief summary
462 F.3d 121 (2d Cir. 2006)
CASE FACTS
The shareholder, a populace service employee union, held numerous shares of the corporation's stock through its pension plan. It submitted a proposal for inclusion inwards a proxy disceptation that would ameliorate the corporation's bylaws to necessitate the company to issue the names of shareholder-nominated candidates for managing director positions together amongst whatever candidates nominated past times the board of directors. The company excluded the proposal from the proxy statement, in addition to the shareholder filed suit. Relying on a recent Securities in addition to Exchange Commission (SEC) interpretation of this rule, the district courtroom found that the proposal was properly excluded from the proxy disceptation because it related to an election.
DISCUSSION
The courtroom reversed the district court's judgment in addition to remanded the example for entry of judgment inwards favor of the shareholder.
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462 F.3d 121 (2d Cir. 2006)
CASE SYNOPSIS
Appellant shareholder sued appellee company seeking declaratory in addition to injunctive relief against the enforcement of S.E.C. Rule 14a-8(i)(8), 17 C.F.R. § 240.14a-8, amongst honour to a shareholder proposal to institute a procedure for providing shareholders access to a corporate proxy statement. The USA District Court for the Southern District of New York entered judgment inwards favor of the corporation. The shareholder sought review.CASE FACTS
The shareholder, a populace service employee union, held numerous shares of the corporation's stock through its pension plan. It submitted a proposal for inclusion inwards a proxy disceptation that would ameliorate the corporation's bylaws to necessitate the company to issue the names of shareholder-nominated candidates for managing director positions together amongst whatever candidates nominated past times the board of directors. The company excluded the proposal from the proxy statement, in addition to the shareholder filed suit. Relying on a recent Securities in addition to Exchange Commission (SEC) interpretation of this rule, the district courtroom found that the proposal was properly excluded from the proxy disceptation because it related to an election.
DISCUSSION
- On appeal, the courtroom reversed.
- The courtroom noted that the linguistic communication of the dominion was ambiguous in addition to that the SEC had ascribed 2 dissimilar interpretations to this rule--one interpretation when the dominion was published in addition to the other interpretation almost sixteen years later.
- However, every bit the SEC did non offering sufficient reasons for its changed interpretation of the rule, the courtroom held that the controlling interpretation was the i that was made when the regulation was implemented.
The courtroom reversed the district court's judgment in addition to remanded the example for entry of judgment inwards favor of the shareholder.
Recommended Supplements for Corporations in addition to Business Associations Law