CA, Inc. v. AFSCME Employees Pension Plan

Shareholder AFSCME (defendant) proposed a bylaw requiring CA (plaintiff) to reimburse shareholders' costs from contested board elections; CA's governing documents were silent on reimbursement, leaving that decision to the board's ordinary business judgment subject to fiduciary duties. CA sought SEC permission to exclude the proposal from its proxy materials, and after AFSCME objected, the SEC certified two questions to the Delaware Supreme Court: whether the bylaw was a proper subject for shareholder action, and whether adopting it would cause CA to violate Delaware law.