Friday, November 22, 2013

Roosevelt v. E.I. Du Pont De Nemours & Co. case brief

Roosevelt v. E.I. Du Pont De Nemours & Co. case brief summary
958 F.2d 416 (1992)


CASE SYNOPSIS
Appellant shareholder challenged the decision of United States District Court for District of Columbia decision recognizing Securities Exchange Act of 1934 § 14(a), 15 U.S.C.S. § 78n(a), included implied private right of action for alleged violations of 17 C.F.R. § 240.14a-8(c)(7), but held appellant's proposal was excludable under the Rule 14a-8(c)(7) ordinary business operations exception.

CASE FACTS
Before appellee company's annual meeting, appellant shareholder submitted two-part proposal regarding appellee's plan to phase out production of chlorofluorocarbons. Appellee notified Securities Exchange Commission (SEC) of its intention to omit such proposal and the reasons for doing so. SEC issued a "no-action letter," citing the 17 C.F.R. § 240.14a-8(c)(7) exception for matters relating to conduct of appellee's ordinary business operations. Although § 14(a) of the Securities Exchange Act of 1934, 15 U.S.C.S. § 78n(a), supported appellant shareholder's private right of action, the court upheld the district court's determination that appellant's proposal was excludable under the "ordinary business operations" exception of Rule 14a-8(c)(7).

DISCUSSION
In view of the congressional intent that § 14(a) have real force, relevant judicial precedent, and agency's view of the private right, court held that shareholders could seek appropriate declaratory and injunctive relief when management refused to distribute their proposals, but concluded that the target date for chlorofluorocarbons phase-out was a matter excludable under Rule 14a-8(c)(7).

CONCLUSION
The court held that appellant shareholder could seek appropriate declaratory and injunctive relief after appellee company refused to distribute the shareholder proposal, but concluded that the target date for chlorofluorocarbons phase-out was a proposal excludable under "ordinary business operations" exception.


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