American Federation Of State, County & Municipal Employees Pension Plan v. American Int'l Group, Inc.

462 F.3d 121 (2nd Cir. 2006)

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Nature of the Case

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Facts

Ps' pension plan holds 26,965 shares of voting common stock of D, a multi-national corporation operating in the insurance and financial services sectors. P submitted to D for inclusion in the Company's 2005 proxy statement a shareholder proposal that, if adopted by a majority of D shareholders at the Company's 2005 annual meeting, would amend the D bylaws to require the Company, under certain circumstances, to publish the names of shareholder-nominated candidates for director positions together with any candidates nominated by D's board of directors. The SEC issued a no-action letter in which it indicated that it would not recommend an enforcement action against D should D exclude the Proposal from its proxy statement. D excluded the Proposal. P brought suit seeking a court order compelling D to include the Proposal in its next proxy statement. The district court entered final judgment denying P's claims for declaratory and injunctive relief and dismissing P's complaint. P appealed.