CA, Inc. v. AFSCME Employees Pension Plan, No. 329, 2008 (July 17, 2008)

In CA, Inc. v. AFSCME Employees Pension Plan, the Delaware Supreme Court held that a proposed bylaw amendment relating to reimbursement of proxy contest expenses would, if adopted, cause CA to violate Delaware law. CA sought no-action relief under Rule 14a-8 permitting it to exclude from its proxy materials a proposal that stockholders adopt the bylaw amendment, and the Securities and Exchange Commission certified two questions of law to the Delaware Supreme Court. Although the Delaware Supreme Court held that the proposed bylaw was a proper subject for stockholder action under the General Corporation Law, it also concluded that, if adopted, the bylaw would cause CA to violate Delaware law because it would deprive CA’s directors of their full power to exercise their fiduciary duty to decide whether or not reimbursement of proxy expenses would be appropriate in each specific case.

Related Materials

About Potter Anderson

Potter Anderson & Corroon LLP is one of the largest and most highly regarded Delaware law firms, providing legal services to regional, national, and international clients. With more than 100 attorneys, the firm’s practice is centered on corporate law, corporate litigation, intellectual property, commercial litigation, bankruptcy, labor and employment, and real estate.

Jump to Page

Necessary Cookies

Necessary cookies enable core functionality such as security, network management, and accessibility. You may disable these by changing your browser settings, but this may affect how the website functions.

Analytical Cookies

Analytical cookies help us improve our website by collecting and reporting information on its usage. We access and process information from these cookies at an aggregate level.