Trinity Wall Street v. Wal-Mart Stores, Inc.

792 F.3d 323 (2015)

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Trinity Wall Street v. Wal-Mart Stores, Inc.

United States Court of Appeals for the Third Circuit
792 F.3d 323 (2015)

SC
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Facts

Trinity Wall Street (Trinity) (plaintiff) owned shares of Wal-Mart Stores, Inc. (Walmart) (defendant). Trinity filed a shareholder proposal with Walmart, proposing that the company’s board adopt policies clarifying whether Walmart would sell products that endangered public safety, had potential to harm Walmart’s reputation, and were reasonably considered counter to community and family values central to the Walmart brand. Although the proposal did not name a specific product, Trinity’s main concern was Walmart’s sale of guns with high-capacity magazines. Walmart declined to include Trinity’s proposal in its proxy statement, reasoning that Walmart was not required to do so because the proposal related to ordinary business operations. Trinity brought suit arguing that Walmart’s exclusion of the proposal violated the Securities Exchange Act of 1934. Trinity claimed that the proposal related to Walmart’s corporate governance rather than ordinary business operations. The district court agreed, holding in Trinity’s favor. Walmart appealed.

Rule of Law

Issue

Holding and Reasoning (Ambro, J.)

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