Medical Committee For Human Rights v. SEC

432 F.2d 659 (D.C. Cir. 1970)

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Nature of the Case

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Facts

Dow Chemical Company was a manufacturer of napalm. Young, the National Chairman of the Medical Committee for Human Rights (P) got a gift of Dow stock and began a campaign to change the charter of Dow and requested a solicitation to that end. The text of P's solicitation is listed on page 659 Choper 5th. Copies of those letters were forwarded to the President and General Counsel of Dow and the SEC. The general counsel replied that the letter had arrived too late to be included in the 1968 proxy statement, but there was a promise that the company would study the matter and communicate later in the year regarding inclusion of the letter on a subsequent proxy. Of course, P was distressed when no one got back to them in that year, and that query got a reply from Dow that it would not include the material in the 1969 proxy statements. Another proposed proxy statement was sent again to Dow; that is listed on page 660 Chopper 5th. P also sent a letter to the SEC requesting review of the refusal to include their statements in its proxy materials. Dow responded and eventually, the SEC refused to force Dow to include the materials. P then instituted this action against the SEC and the SEC objected on grounds that the court did not have jurisdiction to hear the matter. The SEC moved for the court to dismiss under 14a-8(c) in that management did not have to include materials in its proxies whose purpose it was to promote general economic, political, racial, religious, or social causes and that P's request was one to take action relating to the conduct of ordinary business operations which under the rule could be kept out as well.