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CA, Inc. v. AFSCME Employees Pension Plan

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

Facts

CA, Inc. (plaintiff) is a Delaware corporation, in which AFSCME Employees Pension Plan (defendant) is a 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 requested a no-action letter from the Securities and Exchange Commission on the matter, with AFSCME responding in opposition. The SEC then certified the matter for a decision by the Delaware Supreme Court to determine whether: (1) the by-law is appropriate for stockholder action without agreement by the board, and (2) whether the by-law would be violative of Delaware law.

Rule of Law

Issue

Holding and Reasoning (Jacobs, J.)

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