Grant & Eisenhofer won a landmark Second Circuit ruling affirming shareholders’ federal right to propose proxy access bylaws
Plaintiff(s):
American Federation of State, County & Municipal Employees, Employees Pension Plan (AFSCME)
Case type / claims:
Litigation under federal securities laws to compel AIG to include a shareholder proposal seeking proxy access—requiring corporations to publish in their proxy statements the names of director candidates nominated by shareholders—pursuant to SEC Rule 14a-8.
Defendant(s):
American International Group, Inc. (AIG)
Year:
2006
Jurisdiction:
U.S. District Court for the Southern District of New York and U.S. Court of Appeals for the Second Circuit
Outcome:
- Second Circuit reversed years of SEC no-action letters that had barred proxy access initiatives.
- Confirmed shareholders’ existing right under federal securities laws to propose bylaw amendments requiring companies to include shareholder-nominated directors in proxy statements.
- Reignited national debate on corporate governance reform and shareholder rights.
