Food and Allied Service Trades Department v. Wal-Mart Stores, Inc.
Delaware Court of Chancery
18 Del. J. Corp. L. 651 (1992)
Facts
Food and Allied Service Trades Department, AFL-CIO (FAST) (plaintiff) was an unincorporated labor organization that owned a few shares of Wal-Mart Stores, Inc.’s (Wal-Mart) (defendant) common stock. In 1992, FAST delivered to Wal-Mart a written demand under oath seeking a list of the corporation’s stockholders and related documents. The demand stated that FAST sought to inspect the stockholder list to communicate with other Wal-Mart stockholders and solicit proxies in support of its proposed shareholders’ resolution recommending the board of directors take certain steps to study and report on Wal-Mart’s buying policies and practices in China to ensure Wal-Mart did not purchase products produced by forced labor. Wal-Mart refused to comply with the demand. Accordingly, FAST sued Wal-Mart for an order compelling Wal-Mart to allow it to inspect its stockholder list and related materials. During trial before the Delaware Court of Chancery, FAST’s president, Robert F. Harbrant, testified about the origin of FAST’s interest in eliminating the worldwide purchase of goods produced by forced labor as morally repugnant. Harbrant also testified that in 1991, after FAST took issue with Wal-Mart publicly announcing a “Buy American” campaign, it circulated information to consumers explaining how to determine where a product was made.
Rule of Law
Issue
Holding and Reasoning (Allen, J.)
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