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
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.
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.
SUMMARY OF THE ARGUMENT
In this event, we represent Trinity Church in the suing of Cabelas for excluding the shareholders’ proposal to sell high-capacity weapons in the market. Cabelas has already violated the shareholders’ benefits and they are also doing things which will put our society into dangerous situations.
1. It is immoral for Cabela to sell more than 8-bullets weapons to the public.
Statistics show that mass shootings have increased over the years and the reason they are able to injure/kill so many people is because of the size of the magazine. High capacity magazines also helps aid terrorism. Examples over the last few years include the shootings in San Bernadino and Orlando. These shooting took away the lives many citizens of this country. So, if Cabela is allowed to sale high-capacity weapons in the market,the rate of shooting accidents will be increase to a large extent. High-capacity magazines allow for greater damage to be done in these horrific events of mass shootings and terrorsim.
2. Selling the high-capacity weapons in the market will influence the benefits of shareholders.
Because of the increase in capacity of guns, more and more people will worry about the shooting accident and terrorism in the USA, and some of them may against this decision and refuse to buy more than 8-bullets guns as their products. Also, because of the guns control is very serious problem in the present public, shareholders will lose their income in some areas which will enable shareholders to influence their benefits. Also, because of high-capacity firearms, these weapons will cause some public security problems in the USA, and once these troubles happened, it will decrease the fame of Cabela and decrease the income of shareholders. Therefore, these are two factors why selling high-capacity weapons will influence shareholders’ benefits.
3.Cabela just exclude the shareholders’ proposal which should not be excluded by the law.
In laws of the USA, there are two situations which make proposals be excluded. The first is when the proposal includes ordinary day-to-day business activity. The second situation is when the proposals are too vague or too difficult to decipher. However, in this case, we think Cabela is not familiar with the law. First, Trinity wants Cabela to stop selling firearms that shoot more than 8 bullets. This proposal is related with the benefits of shareholders of Trinity and the security of public, so we think it should be useful to Cabelas. Second, if this proposal is regarded as useless advice to the company, it also cannot be excluded because this proposal is related with the important policy issue from thousands of day to day operations of the business. This is because selling high capacity weapons is immoral and will cause public security troubles in the society. Also, it will decrease the fame of Cabelas and attack the benefits of shareholders. The proposal is about the important strategy of Cabelas and Trinity, so it can not be useless for Cabela. Also, this proposal is simple, easy to understand and has no controversial point in it. So, it is easy to define. Because of these two reasons, we think Cabela should not exclude Trinity’s proposal.
In conclusion, it is immoral for Cabela to sell high- capacity weapons to individuals because it would increase the rate of danger in public security. Also because of the result of more strict guns control problem and decrease rate of Cabela’s fame, it should be better for shareholders and company to stop selling more than 8- bullet guns in the market. Furthermore, as one part of shareholders, Cabela should not excluded the proposal of Trinity. Cabelas violates the law by continuing to sell high-capacity guns to the public and we cannot understand a company whose managers have ability to ignore the proposal of shareholders. We cannot imagine a world with full-filled high-capacity firearms to perform our normal daily lives. The higher rate of shootings and chaos of the management in the company will be apparent in the future if the proposal is still excluded by managers of Cabelas.