Reference no: EM131326593
In the States Court of Appeals for the Third Court Trinity Wall ST Appellant V. Cabella's Appellee. BRIEF OF APPELLANT
Issues on Appeal
1. Whether Cabella's should exclude Trinity's proposal from the shareholders of Trinity.
2. Whether Cabella needs to stop selling high-capacity guns in the public.
Briefs of Trinity Wall Street
STATEMENT OF THE CASE
Case brief:
Trinity Church on Wall Street wants Cabela's to discontinue its sale of high-capacity weapons (guns that hold more than 8 bullets), so it submits a proposal to request that the issue be addressed during Cabela's upcoming annual shareholder meeting. Trinity wants this proposal's voting to opened to Cabela's shareholders.
Procedural History:
On December 18, 2015, Trinity Church submitted a shareholder proposal to Cabela's for its proxy materials to be included in Cabela's 2016 Annual Shareholder's Meeting.
The Proposal requests that Cabela's Board of Directors enforce a policy that does discontinues the sale of firearms capable of discharging more than eight shells without reloading.
On January 29, 2016, Cabela's refused Trinity's request. It claimed the Proposal related to ordinary business matters and it should be excluded from the Rule 14a-8(i)(7). Cabelas also claimed proposal to be too vague. Therefore, Cabela's filed a request with the SEC, asking for permission to ignore the proposal and not submit it for a vote of shareholders.
On February 17, 2016, Trinity listed several reasons to prove Cabela's has failed to establish that the Proposal may be excluded pursuant to rule Rule 14a-8(i)(7) or Rule 14a-8(i)(3). The argument included that: (1) Cabela's should not only focus on business reward, but also should consider the impact on people, communities, and the environment; (2) The Proposal addresses a policy issue that should not be excluded; (3) The Rule 14a-8(i)(7) is vague identified that it should not be excluded as well.
On February 25, 2016, Cabela's regards the issues as ordinary business matters and they firmly believed that they have the same business position as Rite Aid and Home Depot. Furthermore, the Company may exclude the proposal pursuant to the Rule 14a-8(i)(7) because it is so vague and indefinite it could be considered inherently misleading. Therefore, The Company continues to believe that the Proposal may be excluded from its 2016 Proxy Materials pursuant to Rule 14a-8(i)(7) and Rule 14a-8(i)(3 ).
On the March 4, 2016, Trinity made an argument. Trinity submitted some exhibits to show these types of high capacity weapons, and it said Cabela's would continue selling the Ruger LC9 under the Proposal but would cease selling the Walther P99.
On September 1, 2016, Trinity Church filed a declaratory judgment action against Cabelas in the United States District Court for the District of Delaware. It sought a declaration stating Trinity's decision to omit the Proposal from its Proxy Materials was improper.
Attachment:- Assignment.rar
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