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Business Associations Keyed to Diamond, 6th Ed.
Medical Committee for Human Rights v. Securities and Exchange Commission
Citation:
432 F.2d 659 (1970)Facts
In March 1968, the Medical Committee for Human Rights, having obtained several shares of Dow Chemical Company stock by gift, submitted a proposal to amend Dow’s certificate of incorporation to prohibit the sale of napalm unless the buyer provided reasonable assurance it would not be used against human beings. The Medical Committee expressed concerns about both the humanitarian implications and potential negative business impacts of napalm production. After correspondence between the parties, Dow informed the Medical Committee in January 1969 that it intended to omit the proposal from its proxy materials, arguing that the proposal related to ordinary business operations and was primarily motivated by general political or social concerns. The Medical Committee revised its proposal to request that the board consider the advisability of adopting an amendment prohibiting napalm manufacture altogether. The SEC’s Division of Corporation Finance recommended no action against Dow for omitting the proposal, and the full Commission approved this recommendation. Throughout this process, the Medical Committee argued that its proposal was a proper subject for shareholder action under Delaware law and that management was improperly shielding its decisions from shareholder control.
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