Trinity Wall Street v. Wal-Mart Stores, Inc.
- Case Date: 1/21/2015
- Project Name: Civil Justice Reform
On July 6, 2015, the U.S. Court of Appeals for the Third Circuit issued an opinion explaining its earlier decision to overturn a lower court ruling that would have required publicly traded companies to include frivolous and inappropriate shareholder proposals in proxy statements at the company’s expense. The release of the full opinion followed the court’s short April 14, 2015 two-page order vacating the district court’s judgment and permitting Wal-Mart to exclude the proposal. The decision was a victory for WLF, which filed a brief in the case arguing that the proposal was not only excludable under the SEC’s “ordinary business” exception, as it related to Wal-Mart’s ordinary business matters, but the proposal was so vague that neither the company nor its shareholders would be able to determine with any certainty what actions the proposal would require. Agreeing with WLF, the court explained that the proposal “goes to the heart of Wal-Mart’s business: what it sells on its shelves.”
- Two Cheers for Trinity Wall Street v. Wal-Mart : The Awkward New Test for Ordinary Business Exclusion
More Information and Downloads:
7/6/2015: Download Opinion
1/21/2015: Download the Brief