Chambers v. Briggs & Stratton Corp.

863 F. Supp. 900 (1994)

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Chambers v. Briggs & Stratton Corp.

United States District Court for the Eastern District of Wisconsin
863 F. Supp. 900 (1994)

Facts

Joseph Chambers (plaintiff) was a shareholder of Briggs & Stratton Corporation (Briggs) (defendant). Briggs’s bylaws provided a procedure for shareholders to nominate a candidate to the corporation’s board of directors. In early 1994, Chambers complied with the procedure to nominate a distinguished lawyer and professional, William Dixon, for a director seat to be elected at an annual meeting on October 19, 1994. By August 25, 1994, Chambers had learned that Briggs planned to issue a proxy statement and a proxy form to the shareholders listing only its own nominees. On September 8, 1994, Briggs issued its proxy materials to the shareholders, which cost Briggs $100,000. On September 14, 1994, Chambers sued Briggs, sought declaratory and injunctive relief, and alleged that Briggs’s proxy form violated § 14(a) of the Securities Exchange Act of 1934 by omitting Dixon’s candidacy for director. Chambers requested that the district court issue an order requiring Briggs to furnish a supplemental proxy statement curing the alleged material omission and requiring Briggs to furnish a new proxy card that listed Dixon’s name as a nominee. Briggs argued that § 14(a) requires persons other than corporate management to circulate their own information concerning candidates whom management did not nominate. Briggs also argued that Chambers had unclean hands because he waited until after Briggs furnished the costly materials to the shareholders to file suit despite knowing that Briggs planned to omit Dixon’s candidacy.

Rule of Law

Issue

Holding and Reasoning (Gordon, J.)

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