Amalgamated Clothing and Textile Workers Union v. Wal-Mart Stores, Inc.
United States District Court for the Southern District of New York
821 F. Supp. 877 (1993)
Facts
In 1993, shareholders Amalgamated Clothing and Textile Workers Union and three religious organizations that invested in socially responsible corporations (collectively, ACTWU) (plaintiffs) sued Wal-Mart Stores, Inc. (defendant) to include a proposal in proxy materials. The proposal requested that Wal-Mart’s directors prepare and distribute reports about Wal-Mart’s equal-employment-opportunity (EEO) and affirmative-action policies, programs, and data, including a description of all Wal-Mart’s efforts to publicize its EEO policies to suppliers and purchase from minority and female-owned suppliers. ACTWU had submitted a similar proposal in 1991 and 1992, but the Securities and Exchange Commission (SEC) issued no-action letters because it had recently rejected a similar proposal requesting a summary of timetables for a television network to implement affirmative-action programs. Wal-Mart refused to include the proposals all three years. ACTWU sued to enjoin Wal-Mart from mailing out proxy materials omitting the proposal. Wal-Mart moved to dismiss, arguing the proposal dealt with ordinary business operations that the SEC allows companies to exclude. ACTWU countered for summary judgment.
Rule of Law
Issue
Holding and Reasoning (Wood, J.)
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