International Brotherhood of Teamsters General Fund v. Fleming Companies, Inc.

Summary

The Oklahoma Supreme Court answered a certified question concerning whether Oklahoma law grants boards of directors exclusive authority to create and implement shareholder rights plans. The court held that shareholders may propose bylaws restricting the board's implementation of such plans, assuming the certificate of incorporation does not provide otherwise.

Holdings

1. Oklahoma law does not grant the board of directors exclusive authority to create and implement shareholder rights plans when shareholder objection is brought through official channels of corporate governance.
2. Shareholders may propose bylaws restricting the board's implementation of shareholder rights plans, including a requirement that such plans be submitted to shareholders for approval, assuming the certificate of incorporation does not provide otherwise.

Questions Presented

1. Whether Oklahoma law gives the board of directors exclusive authority to create and implement shareholder rights plans.
2. Whether shareholders may propose resolutions or bylaw amendments requiring a shareholder vote on a shareholder rights plan at a succeeding annual meeting, assuming the certificate of incorporation does not provide otherwise.

Disposition

other