Business Roundtable v. S.E.C.

905 F.2d 406 (D.C. Cir. 1990)

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Nature of the Case

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Facts

In 1984 General Motors issued a second class of stock with a one-half vote per share. This was contrary to a rule issued by The New York Stock Exchange (NYSE). The NYSE refused to enforce the rule and the SEC then issued a rule that forbids all national securities exchanges from listing stock from corporations that did not issue all their stocks on a one vote one share basis. This rule was based on section 14, which regulated how corporations issue proxies. The SEC designed this rule to prevent the NYSE from listing General Motors on its exchange. Business Roundtable (P) challenged the rule and alleged that the SEC had exceeded its authority.