Amalgamated Clothing And Textile Workers v. Wal-Mart Store

54 F.3d 69 (2nd Cir, 1995)

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Nature of the Case

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Facts

Amalgamated (P) claimed that Wal-Mart (D) violated Rule 14a-8 by refusing to include in its proxy solicitation materials a certain shareholder proposal to be voted upon. The district court granted summary judgment to P. P's proposal required D's directors to prepare and distribute reports about D's equal opportunity and affirmative action policies. At the first request, D refused to include those reports as they deemed them to concern a matter relating to the conduct of its ordinary business operations. In accordance with Rule 14a-8(d), D notified the SEC that it had refused to include the proposal. The SEC issued a no-action letter confirming D's position. Ps then filed suit when the proxy statement was mailed without the proposed resolution. The court concluded that the matter was not related to day to day business affairs but that it concerned significant policy issues and thus could not be excluded. The proposal was included and was defeated. Ps then moved the court for an award of attorney fees under the common benefit rule. The trial court awarded the fees. D appealed.