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International Brotherhood of Teamsters v. Fleming Companies

Supreme Court of Oklahoma
975 P.2d 907 (1999)


The International Brotherhood of Teamsters General Fund (Teamsters) (plaintiff) owns shares in Fleming Companies, Inc. (Fleming) (defendant). Fleming implemented a shareholder rights plan. The Teamsters prepared a proxy statement for the annual shareholders meeting, proposing an amendment to Fleming’s bylaws requiring that any shareholder rights plan be put to the shareholders for a majority vote. Fleming’s board declared that the proposal was not a subject for shareholder action under Oklahoma law, and refused to include it in the annual proxy statement. The Teamsters brought suit in the Federal District Court for the Western District of Oklahoma, which ruled in the Teamsters’ favor. Fleming appealed to the Tenth Circuit Court of Appeals, which certified to this court the question of whether Oklahoma law permits shareholders to restrict a board of directors’ authority to implement shareholder rights plans.

Rule of Law


Holding and Reasoning (Simms, J.)

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