Trinity Wall Street v. WalMart Stores Inc.

(United States Third Circuit) – In a suit brought by a shareholder of retailer-defendant, seeking to include its proposal in defendant’s proxy materials for shareholder consideration, the district court’s judgment in favor of plaintiff ordering the inclusion of the proposal into the proxy materials is reversed where the proposal, which goes to the heart of defendant’s business, is excludable under the “ordinary business” exclusion of SEC Rule 14a-8(i)(7), 17 C.F.R. section 240.14a-8(i)(7).