New York City Employees' Retirement System v. Dole Food Co.

795 F. Supp. 95 (1992)

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New York City Employees’ Retirement System v. Dole Food Co.

United States District Court for the Southern District of New York
795 F. Supp. 95 (1992)

  • Written by Haley Gintis, JD

Facts

New York City Employees’ Retirement System (NYCERS) (plaintiff) owned common stock in Dole Food Company, Inc. (Dole). In 1991, NYCERS submitted to Dole a proposal providing for a committee to evaluate healthcare-reform policies that could affect Dole’s health-insurance options. Upon receiving the proposal, Dole’s deputy general counsel sought advice from the Securities Exchange Commission (SEC) on whether Dole had to include the proposal in its proxy statement or whether an exception was applicable to the general rule that an equity holder’s proposal must be included in the proxy statement. The SEC informed Dole that if it chose to omit the proposal, the SEC would not take enforcement action because it fit within the ordinary-business-operation exception. NYCERS was informed of the SEC’s determination and brought an action against Dole to show cause for excluding the proposal. Dole argued that the exclusion was permissible based on the ordinary-business-operations exception, as well as the insignificant-relationship exception and the beyond-power-to-effectuate exception.

Rule of Law

Issue

Holding and Reasoning (Conboy, J.)

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