Legal Environment of Business 8th Edition by Henry Cheeseman

Exercise 2

Shareholder Resolution The Medical Committee for Human Rights (Committee), a nonprofit corporation organized to advance concerns for human life, received a gift of shares of Dow Chemical (Dow) stock. Dow manufactured napalm, a chemical defoliant that was used during the Vietnam Conflict. Committee objected to the sale of napalm by Dow primarily because of its concerns for human life. Committee owned sufficient shares for a long enough time to propose a shareholders' resolution, as long as it met the other requirements to propose such a resolution. Committee proposed that the following resolution be included in the proxy materials circulated by management for the annual shareholders' meeting:
RESOLVED, that the shareholders of the Dow Chemical company request that the Board of Directors, in accordance with the law, consider the advisability of adopting a resolution setting forth an amendment to the composite certificate of incorporation of the Dow Chemical Company that the company shall not make napalm.
Dow's management refused to include the requested resolution in its proxy materials. Committee sued, alleging that its resolution met the requirements to be included in the proxy materials. Who wins? Medical Committee for Human Rights v. Securities and Exchange Commission, 139 U.S. App. D.C. 226, 432 F.2d 659, Web 1970 U.S. App. Lexis 8284 (United States Court of Appeals for the District of Columbia Circuit)