The Force-Fed Proposal: Exclusion of Shareholder Proposals from Corporate Proxy Materials under SEC Rule 14a-8(c)(5)

Sonia J. Toson

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The Force-Fed Proposal: Exclusion of Shareholder Proposals from Corporate Proxy Materials under SEC Rule 14a-8(c)(5)

Sonia J. Toson

Kennesaw State University, USA

Volume 13: 2016 pp. 393-402: ABSTRACT

In 2012, Peter Lovenheim invested in a promising new company, Iroquois Brands. Subsequent to investing, he learned that the company was a distributor of the French delicacy, pâté de foie gras. As an animal rights activist, Lovenheim was aware of the animal cruelty methods used to produce pâté de foie gras. In an effort to bring awareness to the issue and ideally halt the corporation’s distribution of the product, Lovenheim crafted several strategic shareholder proposals, and ultimately, in March 2015, filed a lawsuit against Iroquois. Unique in that it is written from the perspective of the Judge deciding the case, this case asks students to balance the needs of the corporation with the rights of shareholder activists. Based on a landmark court decision, the case demonstrates the complexities faced by contemporary socially responsible enterprises attempting to strike the elusive balance between ethical responsibility and the requirements of the law.