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Business Associations Keyed to Bainbridge
CA, Inc. v. AFSCME Employees Pension Plan
Citation:953 A.2d 227 (Del. 2008)
CA is a Delaware corporation whose board of directors consists of twelve persons. On March 13, 2008, AFSCME submitted a proposal stockholder bylaw for inclusion in the company’s proxy materials for its 2008 annual meeting of stockholders. The bylaw, if adopted by CA stockholders, would amend the company’s bylaws to provide that the board of directors shall cause the corporation to reimburse stockholders for reasonable expenses incurred in connection with nominating candidates in a contested election of directors to the corporation’s board of directors. On April 18, 2008, CA notified the SEC’s Division of Corporation Finance of its intention to exclude the proposed bylaw from its 2008 proxy materials.
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