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CA, Inc. v. AFSCME Employees Pension Plan
2/21/2024 pdw
In this case, a union pension fund proposed a shareholder proposal that would require the board to reimburse the shareholders for election expenses they face for nominating directors. Shareholders tend to just vote for whoever managment suggests. So if you're a shareholder that is unhappy with the directors, it can be expensive to win a seat on the board for your candidate. This bylaw was designed to make it easier for shareholders to elect directors that were not on the list recommended by the board.
You can see why the board wouldn't want to do that. No one wants to pay for their competitor's campaign.
The company asked the SEC for an opinion on whether the company could exclude the proposal. The SEC certified the question to the Delaware Supreme Court.
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