For Your Data American Federation Of State, County & Municipal Employees, Employees Pension Conception V. American International Group, Inc. Illustration Brief

American Federation of State, County & Municipal Employees, Employees Pension Plan v. American International Group, Inc. illustration brief summary
462 F.3d 121 (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 abide by to a shareholder proposal to found a procedure for providing shareholders access to a corporate proxy statement. The the States 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 contestation that would ameliorate the corporation's bylaws to quest the company to discover the names of shareholder-nominated candidates for manager 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 contestation 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 unlike interpretations to this rule--one interpretation when the dominion was published in addition to the other interpretation close xvi years later. 
• However, equally the SEC did non offering sufficient reasons for its changed interpretation of the rule, the courtroom held that the controlling interpretation was the ane that was made when the regulation was implemented.

CONCLUSION

The courtroom reversed the district court's judgment in addition to remanded the illustration for entry of judgment inwards favor of the shareholder.

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