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Business Associations Keyed to Coffee, 9th Ed.
CA, Inc. v. AFSCME Employees Pension Plan
Citation:
953 A.2d 227 (2008)Facts
AFSCME, a shareholder of CA, Inc., submitted a proposed bylaw for inclusion in CA’s 2008 proxy materials. The bylaw would require CA to reimburse shareholders for reasonable expenses incurred in nominating candidates in a contested election if: (a) the election was contested for less than 50% of the board seats, (b) at least one shareholder-nominated candidate was elected, (c) shareholders could not cumulate their votes, and (d) the election and expenses occurred after the bylaw’s adoption. The reimbursement would be limited to the amount spent by the corporation on the election. CA sought to exclude the bylaw from its proxy materials, arguing it would improperly restrict the board’s authority to manage the corporation under Delaware law. CA’s Certificate of Incorporation vested management authority in the board of directors, but did not specifically address reimbursement of proxy expenses. The SEC certified two questions to the Delaware Supreme Court: whether the bylaw was a proper subject for shareholder action, and whether it would cause CA to violate Delaware law.
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