Today, U.S. District Court Judge Alison J. Nathan issued a written opinion in Silberstein v. Aetna, Inc. (S.D.N.Y.), following up on her oral ruling at a hearing yesterday denying Mr. Silberstein’s request for a preliminary injunction.
CREW, on behalf of Mr. Silberstein, sought to enjoin Aetna from going forward with proxy materials and an annual shareholder meeting, scheduled for May 30, 2014, until the company had corrected the political contribution reports it posted for 2010-2012 to accurately reflect all of Aetna’s political contributions and advised shareholders of its previous omissions and mistakes.
This suit challenges as materially false and misleading, in violation of Section 14(a) of the Securities and Exchange Act, Aetna’s 2012 and 2013 proxy materials and the political contribution reports on which Aetna relied to oppose two shareholder proposals that would have required greater transparency in, and accountability for, Aetna’s political contributions. Aetna has represented two similar shareholder proposals will be presented at the upcoming shareholder meeting.
Judge Nathan denied the requested injunction based solely on the ground plaintiff had failed to show irreparable injury absent the injunction, stating nothing about the merits of Mr. Silberstein’s claims. Judge Nathan pointed to the ultimate relief plaintiff requests – voiding the 2012 and 2013 votes and requiring Aetna to resubmit those resolutions to shareholders after providing a complete and accurate proxy statement – as evidence the court need not intervene now by issuing an injunction, but can await a resolution of the merits of the claims. The court also noted it would not be in a position to determine if any corrections Aetna makes now to its political contribution reports are sufficient until it reaches a final merits determination, noting plaintiff seeks discovery on this issue.
The next stage of this litigation will be briefing on a motion to dismiss Aetna will file by April 18, 2014.