Below is the opinion of Judge Richard Sullivan of the U.S. District Court in Manhattan in the matter of Greenlight Capital V. Apple.
The meat of the opinion is on Page 10:
âHaving carefully reviewed the record before it, the Court finds that Greenlight and Gralnick face irreparable harm if they are compelled to vote on Proposal No. 2 in violation of SEC rules. By voting either against the slate of amendments and thus against two amendments they support, or for the amendments â" including the offending âblank checkâ provision that they oppose â" Greenlight and Gralnick will have been forced to vote on a package of items for which they did not have a single position, and denied the right to inform management of their views on specific items.â
Sullivan goes on:
Appleâs arguments in opposition fundamentally misunderstand the harm alleged. For instance, Apple insists that there is no irreparable harm because the âblank checkâ amendment will not eliminate the companyâs power to issue preferred stock. (Oppân to Green. 17-18.) But the harm is that Greenlight and Gralnick will be forced to cast an unrepresentative and illegal vote, not that they might be denied their desired substantive outcome. Appleâs contention that any harm is mooted because shareholders could reinstate the âblank checkâ provision through a later proxy vote is likewise beside the point.
Hereâs the full decision:
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