International Brotherhood of Teamsters v. Fleming Companies

The International Brotherhood of Teamsters General Fund (Teamsters) (plaintiff), a Fleming Companies (Fleming) (defendant) shareholder, proposed a bylaw amendment for the annual shareholders meeting requiring any shareholder rights plan to be approved by a shareholder majority vote, in response to Fleming's own board- implemented rights plan. Fleming's board refused to include the proposal in the proxy statement, arguing it wasn't a proper subject for shareholder action under Oklahoma law. The Teamsters sued in federal district court and won; Fleming appealed to the Tenth Circuit, which certified the underlying Oklahoma law question to the Oklahoma Supreme Court.