U.S. Court of Appeals for the Third Circuit

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Third Circuit rules in favor of Wal-Mart Stores in shareholder proposal dispute

April 14, 2015

The Third Circuit issued an order in favor of Wal-Mart Stores in the company's appeal of a district court decision permitting a shareholder to place a proposal regarding Wal-Mart’s sale of high-capacity magazines in Wal-Mart’s proxy solicitation materials for its 2015 annual shareholder meeting. The litigation had been expedited so as to obtain a resolution from the Third Circuit before Wal-Mart was required to send out its proxy materials to shareholders.

The opinion is available here.

U.S. Chamber files amicus brief

January 21, 2015

In its brief, the U.S. Chamber argues that the SEC ordinary business exclusion should apply to Trinity’s shareholder proposal seeking to influence Wal-Mart’s selection of products to sell, and therefore exclude the proposal from Wal-Mart’s proxy solicitation. If upheld, the district court’s decision could result in the submission of hundreds of shareholder proposals that were previously excludable as relating to ordinary business matters. The District Court’s decision threatens to dramatically increase the number and complexity of shareholder proposals and encourage costly litigation.

The Chamber, joining with the Business Roundtable and the American Petroleum Institute, filed an amicus brief in support of Wal-Mart.

Robert A. Long, Keir D. Gumbs, David B. H. Martin, Reid Hooper, and Ali Mojibi of Covington & Burling LLP served as co-counsel for the amici with the U.S. Chamber Litigation Center.

Case Documents