Blawg Search - Law Blogs, Lawyer Blogs, Legal Blogs Directory & Search Engine

... The extent to which the Division can expect to receive future requests to exclude proposals similar to the AFSCME Proposal will necessarily be affected by the outcome (of these proceedings)." My essay on this issue - published in the March ... includes a meaningful right to nominate an opposing slate, and not simply vote in an election. Thus, AFSCME essentially argues that this amounts to a heightened standard of review, or a presumption in favor of the shareholder, in cases resolving shareholder ...

... company's board of directors or analogous governing body." In a lawsuit brought by labor union and activist shareholder AFSCME against AIG, the Second Circuit has just disagreed with the SEC. I quote from a copy of the opinion emailed me by ... Will other companies fight the issue in other Circuits? Will the SEC change the rules? One thing is for sure: If AFSCME gets this proposal on the ballot and it passes, that will be bad news for investors. See my article, Shareholder Activism and Institutional ...

... director violating her fiduciary duty. However, as the conversation evolved, two counter arguments were raised. First, counsel for AFSCME contended that since the by-law provision was mandatory, it did not implicate a director's fiduciary duty because it did ... expenses so long as they were consistent with a director's fiduciary duty. Yet I later got the sense that AFSCME would argue that the exercise of discretion in this area would be problematic both from a practical standpoint (i.e., what is ...

... from Travis Laster: Yesterday, the Delaware Supreme Court issued its much anticipated decision in CA, Inc. v. AFSCME Employees Pension Plan, No. 329, 2008 (Del. July 17, 2008), which resolved two questions of law ... the affirmative. In addressing the second certified question, the Supreme Court held that the mandatory reimbursement bylaw as drafted by AFSCME was facially invalid because it could require a board to reimburse expenses in a situation where it could breach the board’s fiduciary duties ...

... The amount paid to the nominator may "not exceed the amount expended by the corporation in connection with such election." AFSCME also plans to file this proposal at several other companies. "If the reimbursement proposals do well, they may ... . The 2008 proposal, however, is nearly identical to a 2007 resolution that was unsuccessfully challenged at the SEC by Apache. Moreover, AFSCME officials point to a footnote in the SEC's new rule on director elections that indicates agency officials will not ...

/**/ Delaware Supreme Court: CA/AFSCME Certification Accepted and on Fast Track Yesterday, the Delaware Supreme Court accepted the questions certified to it by the SEC relating to the battle between CA and AFSCME over the proponent's binding bylaw proposal seeking reimbursement for third-party solicitations. The Court sure didn't lose any time taking the case - and look at the quick briefing and argument schedule they have set (given CA's mailing date is July 17th, this was necessary): briefs ...

The AFSCME, a union that represents state, county, and municipal employees is taking on Springfield to seek a raise for Illinois disabled care workers. Currently, staff wages for Illinois disabled care facilities lag almost 2 dollars behind private employers, making it very difficult for state agencies to retain talented staff to care for the disabled. The pay increase would bring care workers' hourly wages into line with the cost of living and would approach what private employers pay. In long ...

(Editor's note: The author of this post, Robert Giuffra, argued on behalf of CA in the Delaware Supreme Court.) My firm has recently issued a memorandum on the Delaware Supreme Court's decision in CA, Inc. v. AFSCME Employees Pension Plan. The Supreme Court's decision addressed a proposed stockholder bylaw that would have required the Board of Directors of CA, Inc. to reimburse the reasonable expenses incurred by stockholders in conducting successful "short-slate" proxy contests. The Court held ...

As discussed by Prof. B. in this post, the 2nd Circuit recently ruled "that a shareholder proposal that seeks to amend the corporate bylaws to establish a procedure by which shareholder-nominated candidates may be included on the corporate ballot does not relate to an election within the meaning of [Rule 14a-8(i)(8)] and therefore cannot be excluded from corporate proxy materials under that regulation" (see 2006 WL 2557941). Today the SEC announced (see here) that it will formulate and ...

Unsurprisingly, Council 5 of the American Federation of State, County and Municipal Employees sent a statement last night to media outlets decrying the Attorney General's office's firing of attorney Amy Lawler following a report by University of St. Thomas Law School Dean Thomas Mengler (see below). "In her termination letter, Attorney General Swanson gave no reason for firing Amy Lawler," the statement read. "Bad bosses routinely fire ethical workers for union organizing and whistle blowing. ...