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Main Content

An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

CA, INC., a Delaware corporation, Petitioner Below, Appellant, v. AFSCME EMPLOYEES PENSION PLAN, Respondent Below, Appellee.

Headnote

In the CA case, stockholders sought to include a shareholder question in the corporate proxy. CA's board took the position - by way of a letter from Delaware counsel - that the question was illegal under state law, so consequently the board should not be required to include the proposal. Plaintiff stockholders provided the SEC with their own legal opinion from Delaware counsel that the proposal was not illegal under the Delaware corporate statute. When presented with a question of conflicting interpretation of Delaware corporate law, the SEC can find itself asea. The Delaware Supreme Court permits, in these circumstances administrative units like the SEC to certify questions to the court. In the opinion that follows, the Delaware Supreme Court provides an answer to the SEC's certified question. The CA case is an example of the Delaware Supreme Court's regular interaction with the SEC.