In Part I, this Article explores the law of shareholder proposals and the reasons why the SEC and the courts permit proposals relating to social or ethical issues (social proposals) so long as those issues relate to the corporation’s business. The focus here is on the regulation of such social proposals...Part II presents the complete narrative of the Lovenheim case, providing details that are not captured in the decision or in the limited secondary literature relating to the case. Part III explores the legal landscape in the aftermath of Lovenheim. The decision may well have been a surprising one, and this final section explores the reasons why the decision remains the leading case on social proposals.

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