Rauchman v. Mobil Corp.
Sixth Circuit Court of Appeals
739 F.2d 205 (1984)
Rauchman (plaintiff) owns voting shares of stock in Mobil Corp. (defendant). Rauchman was concerned that the Mobil board included an OPEC citizen, following the appointment of Mr. Olayan, a Saudi Arabian citizen. Pursuant to Securities and Exchange Commission (SEC) Rule 14a-8(a), Rauchman proposed an amendment to the corporation’s bylaws, to be included in Mobil’s proxy statement for the company’s 1982 annual meeting. The proposal would have amended Mobil’s bylaws to prevent a citizen of any OPEC country from sitting on the board of directors. Mobil refused to include the proposal in its proxy statement for the 1982 annual meeting, on the basis that SEC Rule 14a-8(c)(8) allows a company to exclude a proposal relating to an election to office of the board of directors, and Mr. Olayan was eligible for reelection at the 1982 annual meeting. Rauchman brought suit in the United States District Court for the Southern District of Ohio, in an attempt to force Mobil to include the proposal in its proxy statement. The court found that the proposal related to an election to office, because if the proposal was adopted, Mr. Olayan would be ineligible to sit on Mobil’s board. The court held that Mobil had properly refused to include the proposal, and granted Mobil’s motion for summary judgment.
Rule of Law
Holding and Reasoning (Engel, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 170,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.