From our private database of 15,100+ case briefs...

CA, Inc. v. AFSCME Employees Pension Plan

Supreme Court of Delaware
953 A.2d 227 (Del. 2008)

Facts

CA, Inc. (plaintiff) was a Delaware corporation with a 12-person board of directors subject to annual reelection. AFSCME Employees Pension Plan (defendant) was a CA shareholder. AFSCME proposed a bylaw that would require CA to reimburse its shareholders for the costs associated with holding a contested election of its board of directors. CA's bylaws and certificate of incorporation did not address the reimbursement of proxy expenses, but the certificate of incorporation provided generally that the board of directors was responsible for the management of CA's business and the conduct of the corporation's affairs. Thus, the decision whether to reimburse election expenses was vested in the board of directors, subject to Delaware law and the directors' fiduciary duties. CA notified the Securities and Exchange Commission (SEC) of its intent to exclude AFSCME's bylaw proposal from its proxy materials and requested a no-action letter from the SEC ensuring that the SEC would not take any enforcement action if CA excluded the proposal. AFSCME opposed CA's no-action request. The SEC then certified the matter to the Delaware Supreme Court to determine (1) if the bylaw was appropriate for stockholder action without agreement by the board and (2) whether adopting the bylaw would cause CA to violate Delaware law.

Rule of Law

Issue

Holding and Reasoning (Jacobs, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 288,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 15,100 briefs, keyed to 205 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Here's why 288,000 law students have relied on our case briefs:

  • Reliable - written by law professors and practitioners not other law students.
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your class - works on your mobile and tablet.
  • 15,100 briefs - keyed to 205 casebooks.
  • Uniform format for every case brief.
  • Written in plain English - not in legalese and not just repeating the court's language.
  • Massive library of related video lessons - and practice questions.
  • Top-notch customer support.