AS YOU SOW v. CHUBB LIMITED

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
AS YOU SOW,
Plaintiff,
v.
CHUBB LIMITED,
Defendant.
Civil Action No. 26 - 734 (SLS)
Judge Sparkle L. Sooknanan
MEMORANDUM OPINION
As You Sow is a nonprofit shareholder advocacy organization that engages companies on
issues related to their long-term viability and value. In late 2025, As You Sow submitted a proposal
to Chubb Ltd., an insurance company, for inclusion in Chubb’s proxy materials for its May 2026
annual shareholder meeting. If approved, the proposal would direct Chubb to commission a
third- party report on the feasibility of using subrogation—a doctrine permitting an insurer to step
into the shoes of an insured—to seek remedies from responsible third parties in compensation for
climate-change related losses. Chubb declined to include As You Sow’s proposal in its proxy
materials, finding that the proposal is properly excludable under the securities laws because it
relates to Chubb’s ordinary business operations. Almost two months later, As You Sow sued
Chubb and moved for a preliminary injunction compelling Chubb to include its proposal. In
response, Chubb cross-moved to dismiss under Federal Rules of Civil Procedure 12(b)(5)
and 12(b)(6). Based on the record before the Court, As You Sow has not demonstrated that it is
entitled to emergency injunctive relief. And although As You Sow has now conceded that it failed
to properly serve Chubb, the Court declines to dismiss the Complaint at this early stage and instead
gives As You Sow 120 days to accomplish service.
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BACKGROUND
A. 	Statutory & Regulatory Background
1. 	Proxy Voting
“Public company governance, at its highest level, occurs through annual and special
shareholders meetings. At such meetings, shareholders vote on a variety of issues, including
selecting directors, setting executive pay, and approving or rejecting major transactions, such as
mergers and acquisitions.” Institutional S’holder Servs. v. SEC, 718 F. Supp. 3d 7, 11 (D.D.C.
2024). Although shareholders may attend these meetings to vote in-person, modern corporate law
also permits shareholders to vote “through someone who is appointed as a ‘proxy.’” Id. As a typical
corporation’s 	shareholders 	became 	increasingly 	numerous 	and 	widely 	distributed, 	the
proxy- voting system became “an indispensable part of corporate governance.” Amalgamated
Clothing and Textiles Workers Union v. Wal-Mart Stores, Inc., 821 F. Supp. 877, 881 (S.D.N.Y.
1993); see also Interfaith Ctr. on Corp. Resp. v. SEC, 786 F. Supp. 3d 97, 105 (D.D.C. 2025).1
One critical component of the proxy-voting system is that “[p]ublic companies publish and
circulate a [so-called] proxy statement in advance of their annual shareholders’ meeting.” Trinity
Wall St. v. Wal-Mart Stores, Inc., 792 F.3d 323, 328 (3d Cir. 2015). “The statement is an
informational package that tells shareholders ‘about items or initiatives on which [they] are asked
to vote[.]’” Id. (alteration in original) (quoting Apache Corp. v. Chevedden, 696 F. Supp. 2d 723,
727 (S.D. Tex. 2010)). Along with the proxy statement, companies send the proxy itself (either a
“proxy card” or an electronic or telephonic equivalent), which is how the shareholder authorizes
the recipient to vote and specifies how to vote. 2 Thomas Lee Hazen, Treatise on the Law of
1 In the context of corporate law, “proxy” has multiple meanings: the person appointed to vote
another’s shares, the “grant of authority” authorizing the person to do so, and the document
granting that authority. Proxy, Black’s Law Dictionary (12th ed. 2024).
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Securities Regulation § 10:8 (Nov. 2025 Update). Together, these are referred to as “proxy
materials.” KBR Inc. v. Chevedden, 776 F. Supp. 2d 415, 419 (S.D. Tex. 2011).
2. 	SEC Regulation
In 1934, Congress sought to “curb growing abuses of the proxy statement process” through
Section 14 of the Securities Exchange Act. Interfaith Ctr., 786 F. Supp. 3d at 106. Among other
proscriptions, Congress forbade solicitation of proxies in violation of rules promulgated by the
Securities and Exchange Commission (SEC). 15 U.S.C. § 78n(a)(1). “The SEC’s ‘proxy rules are
concerned with assuring full disclosure to investors of matters likely to be considered at
shareholder meetings.’” Trinity Wall St., 792 F.3d at 335 (quoting 3 Thomas Lee Hazen, Treatise
on the Law of Securities Regulation § 10.2 (6th ed. 2009)). The rule at issue in this case is
Rule 14a–8 	(17 	C.F.R. 	§ 240.14a–8), 	which 	“generally 	requires 	companies 	to 	place 	on
management’s proxy ballot[] any proper proposal submitted by a qualifying shareholder.” Tosdal
v. Nw. Corp., 440 F. Supp. 3d 1186, 1192 (D. Mont. 2020) (internal quotation marks omitted).
“The idea was to provide shareholders a way to bring before their fellow stockholders matters of
shareholder concern that are proper subjects for stockholders’ action under the laws of the state
under which the Company was organized . . . and to have proxies with respect to such proposals
solicited at little or no expense to the security holder.” Trinity Wall St., 792 F.3d at 335 (cleaned
up).
If a shareholder has complied with all of Rule 14a–8’s procedural requirements, there are
“thirteen substantive reasons” why a company may nevertheless exclude her proposal from the
proxy materials. Heritage Found. v. Airbnb, Inc., No. 25-cv-676, 2026 WL 395797, at *4 (D. Del.
Feb. 12, 2026). Relevant here, the company may exclude the proposal if it “deals with a matter
relating to the company’s ordinary business operations.” 17 C.F.R. § 240.14a–8(i)(7). “This
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exemption is premised on the notion that ‘management cannot exercise its specialized talents
effectively if corporate investors assert the power to dictate the minutiae of daily business
decisions.’” Grimes v. Centerior Energy Corp., 909 F.2d 529, 531 (D.C. Cir. 1990) (quoting Med.
Comm. for Human Rts. v. SEC, 432 F.2d 659, 679 (D.C. Cir. 1970), vacated as moot, 404 U.S.
403 (1972)).
If a company wants to exclude a shareholder proposal from its proxy materials, it must first
notify 	the 	shareholder 	in 	writing. 	Trinity 	Wall 	St., 	792 	F.3d 	at 	336 	(citing 	17 	C.F.R.
§ 240.14a– 8(f)(1)). The company must then file its reasons for excluding the proposal with the
SEC’s Division of Corporation Finance staff, which has traditionally commented favorably or
unfavorably on the exclusion. Id. at 336–37 (citing 17 C.F.R. § 240.14a–8(j)(1)). “A shareholder
dissatisfied with the staff’s response can . . . pursue its rights against the company in federal court.”
Id. at 337.2
B. 	Factual Background
“The following facts are alleged in the Complaint or drawn from declarations in the record
that are not disputed in relevant part, except where otherwise noted.” Postal Police Officers Ass’n
v. USPS, 502 F. Supp. 3d 411, 415 (D.D.C. 2020).
2 In November 2025, the SEC announced that for the 2025–2026 proxy season, “resource and
timing considerations” prevent it from reviewing and substantively responding to Rule 14a–8
submissions. Statement Regarding the Division of Corporation Finance’s Role in the Exchange
Act Rule 14a-8 Process for the Current Proxy Season, Sec. & Exch. Comm’n (Nov. 17, 2025),
https://www.sec.gov/newsroom/speeches-statements/statement-regarding-division-corporation-
finances-role-exchange-act-rule-14a-8-process-current-proxy-season 	[perma.cc/W3GH-4DP4].
For exclusions other than those under Rule 14a–8(i)(1), the SEC stated that it would respond with
a letter stating that it would not object “based solely on the company’s or counsel’s representation”
that the company “has a reasonable basis to exclude the proposal based on the provisions of
Rule 14a–8.” Id.
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As You Sow is a California-based nonprofit organization that “represents shareholders in
engagements with companies on a range of issues, with the goal of reducing corporate risk,
benefiting 	brand 	reputation, 	and 	increasing 	company 	value.” 	Decl. 	Danielle 	Fugere 	¶ 2,
ECF No. 6-2. It files shareholder proposals under Rule 14a–8 “on behalf of itself and other
shareholders . . . to draw the attention of management, corporate boards, and shareholders to issues
that present material risks to corporate performance and long-term shareholder value.” Id.
Chubb Ltd. is one of the companies in which As You Sow owns shares. Id. ¶ 3. Chubb is
a publicly traded Swiss insurance company. Compl. ¶ 10, ECF No. 1; see Decl. Samantha Froud
¶ 5, ECF No. 14-2. Since December 2020, the Chubb shares owned by As You Sow have
continuously exceeded $2,000 in market value. Fugere Decl. ¶ 3.
In November 2025, As You Sow submitted a shareholder proposal to Chubb. Id. ¶ 4. The
operative language of the proposal stated:
Shareholders request that Chubb issue a third-party report assessing if and how
pursuing subrogation claims for climate-related losses would benefit the Company
and its insureds, omitting proprietary information, and at reasonable expense.
Compl. Ex. 1, ECF No. 1-1. “‘Subrogation’ . . . is defined as ‘[t]he substitution of one party for
another whose debt the party pays, entitling the paying party to rights, remedies, or securities that
would otherwise belong to the debtor.’” Phila. Indem. Ins. Co. v. Lend Lease (U.S.) Constr., Inc.,
282 F. Supp. 3d 368, 375 n.6 (D.D.C. 2017) (alterations in original) (quoting John L. Mattingly
Constr. Co. v. Hartford Underwriters Ins. Co., 999 A.2d 1066, 1069 (Md. 2010)). And “[i]n the
insurance context, [a]n insurer asserting a subrogation right is usually viewed as ‘standing in the
shoes’ of the insured.” Id. (quoting John L. Mattingly Constr., 999 A.2d at 1069).
In response, Chubb sent a letter to the SEC in which it explained that it believed that the
proposal was excludable under Rule 14–8(i)(7) because it “relates to the Company’s ordinary
business operations and . . . impermissibly seeks to micromanage the company. Compl. Ex. 2 at 2,
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ECF No. 1-2. Two days later, the SEC issued a letter stating that it “will not object if the Company
excludes the Proposal from its proxy materials.” Compl. Ex. 4, ECF No. 1-4.
The deadline for Chubb to finalize and distribute its proxy materials is rapidly approaching.
Chubb represented to this Court that it plans to finalize the materials by April 2, 2026, and to mail
them by April 7, 2026. Joint Status Report (Mar. 16, 2026), ECF No. 8.
C. 	Procedural Background
As You Sow sued Chubb on March 3, 2026. Compl. Its Complaint asserts that Chubb’s
refusal to include its proposal in the company’s proxy materials violates Section 14 of the
Securities Exchange Act of 1934 and Rule 14a–8. Compl. ¶¶ 26–29. Eight days later, As You Sow
filed a motion for a preliminary injunction. Mot. Prelim. Inj., ECF No. 6. As You Sow requests
that the Court issue an injunction requiring Chubb to include its proposal in the proxy materials
that the company will disseminate in advance of its May 2026 annual shareholder meeting. Id. at 1.
Chubb has cross-moved to dismiss As You Sow’s Complaint under Federal Rules of Civil
Procedure 12(b)(5) and 12(b)(6). Opp’n & Cross-Mot., ECF No. 14. The Court held a hearing on
the motions on March 30, 2026. Both motions are fully briefed and ripe for review. See Reply &
Cross-Opp’n, ECF No. 16; Cross-Reply, ECF No. 19.
LEGAL STANDARD
A preliminary injunction is “an extraordinary remedy that may only be awarded upon a
clear showing that the plaintiff is entitled to such relief.” Winter v. Nat. Res. Def. Council, Inc.,
555 U.S. 7, 22 (2008). To obtain a preliminary injunction, the movant must show (1) that “he is
likely to succeed on the merits”; (2) that “he is likely to suffer irreparable harm in the absence of
preliminary relief”; (3) “that the balance of equities tips in his favor”; and (4) that “an injunction
is in the public interest.” Id. at 20.
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“Rule 	12(b)(5) 	governs 	motions 	to 	dismiss 	for 	insufficient 	service 	of 	process.”
Jones- Richardson v. Univ. of Phx., 334 F.R.D. 349, 352 (D.D.C. 2020). A plaintiff must serve
process in the manner prescribed by Federal Rule of Civil Procedure 4. See, e.g., Freedom Watch,
Inc. v. Org. of the Petroleum Exporting Countries, 766 F.3d 74, 78 (D.C. Cir. 2014). Under that
rule, “[a] summons must be served with a copy of the complaint. The plaintiff is responsible for
having the summons and complaint served within the time allowed[.]” Fed. R. Civ. P. 4(c)(1).
When a defendant objects to improper service of process, the plaintiff “bears the burden of proving
that he properly served” the defendant “and must file proof[] of service on the docket.” Padgett v.
Vilsack, No. 24-cv-2954, 2024 WL 5283897, at *2 (D.D.C. Nov. 8, 2024).
Under Rule 12(b)(6), a court will dismiss a complaint that does not “contain sufficient
factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)).
When reviewing a motion to dismiss under Rule 12(b)(6), courts “must construe the complaint in
favor of the plaintiff, who must be granted the benefit of all inferences that can be derived from
the facts alleged.” Hettinga v. United States, 677 F.3d 471, 476 (D.C. Cir. 2012) (internal
quotations omitted). But courts need not accept as true “a legal conclusion couched as a factual
allegation,” nor an inference unsupported by the facts set forth in the complaint. See Trudeau v.
FTC, 456 F.3d 178, 193 (D.C. Cir. 2006) (quoting Papasan v. Allain, 478 U.S. 265, 286 (1986)).
DISCUSSION
The Court first addresses Chubb’s cross-motion to dismiss for improper service of process.
The Court then turns to As You Sow’s motion for a preliminary injunction. Finally, the Court
addresses 	Chubb’s 	request 	to 	dismiss 	the 	Complaint 	under 	Federal 	Rule 	of 	Civil
Procedure 12(b)(6). Although the Court declines to issue a preliminary injunction, it also declines
to end the case at this early stage.
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A. 	Rule 12(b)(5)
The Court begins with Chubb’s objection that As You Sow has failed to properly
accomplish service under Federal Rule of Civil Procedure 4. “Unless the procedural requirements
for effective service of process are satisfied, a court lacks authority to exercise personal jurisdiction
over the defendant.” Jones- Richardson, 334 F.R.D. at 352 (alteration adopted) (quoting Candido
v. District of Columbia, 242 F.R.D. 151, 160 (D.D.C. 2007)). Here, As You Sow attempted to
serve process by mailing a summons and a copy of the Complaint to Chubb Group Holdings Inc.—
“a U.S.-based subsidiary holding company owned by Chubb Limited.” Froud Decl. ¶¶ 9, 10; see
ECF No. 5.
Although As You Sow’s briefs contended that it had properly served Chubb, it conceded
at the motion hearing that its service was defective. Mot. Hr’g Tr. at 13:3–7, ECF No. 22. Given
that concession, As You Sow has manifestly not met its burden to demonstrate that it sufficiently
served Chubb. See Padgett, 2024 WL 5283897, at *2. Still, that does not mean that dismissal of
its Complaint is warranted. “Although district courts have broad discretion to dismiss a complaint
for failure to effect service, dismissal is not appropriate when there exists a reasonable prospect
that service can be obtained.” Novak v. World Bank, 703 F.2d 1305, 1310 (D.C. Cir. 1983). And
here, Chubb acknowledges that As You Sow can, at minimum, effectuate service under the Hague
Convention. See Opp’n & Cross-Mot. 16–17. Indeed, As You Sow confirmed at the motion
hearing that the process of serving Chubb pursuant to the Hague Convention is already underway.
Mot. Hr’g Tr. at 6:22–7:1. Accordingly, the Court will deny without prejudice Chubb’s request to
dismiss the Complaint and order As You Sow to serve Chubb within 120 days. See Fed. R. Civ.
P. 4(m); see also Angelich v. MedTrust, LLC, 910 F. Supp. 2d 128, 132 (D.D.C. 2012) (“[T]he
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court can, in its sound discretion, direct that service be effected within a specified time, quashing
the defective service without dismissing the case.” (cleaned up)).
B. 	Preliminary Injunction
The Court next turns to As You Sow’s request for a preliminary injunction. Here, the Court
need go no further than addressing As You Sow’s likelihood of success on the merits. “[A] failure
to show a likelihood of success on the merits alone is sufficient to defeat a preliminary-injunction
motion.” Standing Rock Sioux Tribe v. U.S. Army Corps of Eng’rs, 205 F. Supp. 3d 4, 26 (D.D.C.
2016) (citing Ark. Dairy Coop. Ass’n v. USDA, 573 F.3d 815, 832 (D.C. Cir. 2009)). And at this
stage, As You Sow has not met its burden of demonstrating that likelihood.3
Recall that Chubb refused to include As You Sow’s proposal because of Rule 14a–8(i)(7),
which permits a company to exclude a shareholder proposal that “deals with a matter relating to
the company’s ordinary business operations.” 17 C.F.R. § 240.14a–8(i)(7). The operative language
of the proposal stated:
Shareholders request that Chubb issue a third-party report assessing if and how
pursuing subrogation claims for climate-related losses would benefit the Company
and its insureds, omitting proprietary information, and at reasonable expense.
Compl. Ex. 1 Determining whether Chubb lawfully refused to include that proposal depends on
whether the proposal deals with a matter related to Chubb’s “ordinary business operations.”
“Unfortunately, th[at] phrase has no precise definition.” Grimes, 909 F.2d at 531; see Apache
Corp. v. N.Y.C. Emps.’ Ret. Sys., 621 F. Supp. 2d 444, 459 (S.D. Tex. 2008) (“The term ‘ordinary
3 The Parties’ motions raise a long list of issues, many of which are not fully developed or
premature given the posture of this case. Because As You Sow is not entitled to a preliminary
injunction, the Court need not address the other issues raised by the Parties, including: (1) whether
this Court could issue a preliminary injunction despite As You Sow’s defective service;
(2) whether As You Sow has a private right of action; (3) whether Rule 14a–8(i)(7) imposes a
micro-management 	principle 	separate 	from 	a 	day-to-day-business-matters 	principle; 	and
(4) whether As You Sow’s proposal is separately excludable under Rule 14a–8(i)(10). See Opp’n
& Cross- Mot. 24 n.15, 25, 35; Reply & Cross- Opp’n 3, 8, 16; Cross-Reply 5.
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business operations’ escapes formal definition.”). Indeed, “[t]he ordinary business exclusion has
been called the ‘most perplexing’ of all the 14a–8 bars.” Trinity Wall St., 792 F.3d at 337 (quoting
Daniel E. Lazaroff, Promoting Corporate Democracy and Social Responsibility: The Need to
Reform the Federal Proxy Rules on Shareholder Proposals, 50 Rutgers L. Rev. 33, 94 (1997)).
To evaluate As You Sow’s likelihood of success on the merits, the Court first discusses
how Rule 14a–8(i)(7) should be interpreted, and then it explains why As You Sow has not shown
that its proposal falls outside that exclusion.
1. 	Interpreting Rule 14–8(i)(7)
There are few cases addressing Rule 14a–8(i)(7), and “[t]o glea[n] its scope,” courts often
“look to SEC guidance and state law.” See Apache Corp., 621 F. Supp. 2d at 449. The SEC adopted
the current version of the ordinary-business exclusion in 1976, and it has since issued two
additional releases commenting on the exclusion’s meaning. See Adoption of Amendments
Relating to Proposals by Security Holders (1976 Release), Exchange Act Release No. 12,999,
Investment Company Act Release No. 9,539, 41 Fed. Reg. 52994 (Dec. 3, 1976); Amendments to
Rule 14a–8 Under the Securities Exchange Act of 1934 Relating to Proposals by Security Holders
(1983 Release), Exchange Act Release No. 20,091, 48 Fed. Reg. 38218 (Aug. 16, 1983);
Amendments 	to 	Rules on 	Shareholder 	Proposals 	(1998 	Release), 	Exchange Act 	Release
No. 40,018, Investment Company Act Release No. 23,200, 63 Fed. Reg. 29106 (May 28, 1998).4
4 Prior to 1998, the ordinary-business exclusion was located at 17 C.F.R. § 240.14a–8(c)(7) and
stated that a proposal is excludable if it “deals with a matter relating to the conduct of the ordinary
business operations of the registrant.” See Roosevelt v. E.I. Du Pont de Nemours & Co., 958 F.2d
416, 418 n.2 (D.C. Cir. 1992). In 1998, the SEC made what it described as “minor conforming
changes to the language of” the ordinary-business exclusion. 1998 Release, Exchange Act Release
No. 40,018, Investment Company Act Release No. 23,200, 63 Fed. Reg. 29106, 29107 (May 28,
1998). Neither As You Sow nor Chubb has addressed what impact, if any, this change should have
on this Court’s interpretation of the ordinary-business exclusion or on the propriety of the Court’s
deference to the SEC’s interpretive releases.
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In its 1976 Release, the SEC stated that Rule 14a–8(i)(7) permits exclusion of “proposals
involv[ing] business matters that are mundane in nature and [that] do not involve any substantial
policy or other considerations,” which the agency contrasted with “matters which have significant
policy, economic or other implications inherent in them.” 41 Fed. Reg. at 52998. Over twenty
years later, the SEC issued another release professing the agency’s commitment to “continue to
apply” the standard “originally articulated in the Commission’s 1976 release.” 1998 Release, 63
Fed. Reg. at 29108. In reality, the 1998 Release considerably fleshed out the terse explanation
provided by the 1976 Release.
The 1998 Release identified “two central considerations” underlying the “policy” of the
ordinary-business exclusion. Id. First, there are “[c]ertain tasks [that] are so fundamental to
management’s ability to run a company on a day-to-day basis that they could not, as a practical
matter, be subject to direct shareholder oversight.” Id. Still, “proposals relating to such matters but
focusing on sufficiently significant social policy issues . . . generally would not be considered to
be excludable[] because the proposals would transcend the day-to-day business matters and raise
policy issues so significant that it would be appropriate for a shareholder vote.” Id. Second, some
proposals seek “to ‘micro-manage’ the company by probing too deeply into matters of a complex
nature upon which shareholders, as a group, would not be in a position to make an informed
judgment.” Id.
Although these releases provide helpful guidance in some respects, they also raise
questions that have yet to be developed by the Parties. For one, should the Court defer to the
releases’ interpretations of Rule 14a–8(i)(7)? As You Sow says yes, asserting at the motions
hearing that the releases are entitled to so-called Auer deference, Mot. Hr’g Tr. at 17:21–24, and
treating them in its briefs as providing the rule of decision to resolve its emergency motion, see,
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e.g., Mot. 12. Although Chubb stated at the motion hearing that it does not believe that the releases
are entitled to Auer deference, it did not object in its briefing to As You Sow’s reliance on them.
See Mot. Hr’g Tr. at 39:19–21; Opp’n & Cross- Mot. 31–32. But besides a throw- away citation to
Kisor v. Wilkie, 588 U.S. 558 (2019), in As You Sow’s motion, neither Party has explained why
the releases should or should not be entitled to Auer deference. See Kisor, 588 U.S. at 573–79;
Tosdal, 440 F. Supp. 3d at 1195.
The D.C. Circuit’s cases addressing Rule 14a–8(i)(7)—and as far as the Court is aware,
there are only two—do not address that question expressly. See Roosevelt v. E.I. Du Pont de
Nemours & Co., 958 F.2d 416, 426, 428 (D.C. Cir. 1992); Grimes, 909 F.2d at 531– 32. Those
decisions predate both the SEC’s 1998 Release and the Supreme Court’s clarification in Kisor of
the limits on deference to agencies’ regulatory interpretations. Accordingly, although the Circuit
approvingly noted the SEC’s “understanding,” Roosevelt, 958 F.2d at 426, of Rule 14a– 8(i)(7) as
“explained” by the 1976 Release, Grimes, 909 F.2d at 531, the Circuit has not concluded that all
of the releases should be afforded determinative interpretive weight, as the Parties appear to
assume is the case.5
In perhaps the leading case on Rule 14a–8(i)(7) (though again, the pickings are slim), the
Third Circuit concluded that the releases merit “deference” because they were “adopted after
notice and comment.” Trinity Wall St., 792 F.3d at 337 n.9. Distilling a neat “two-part analysis”
from the SEC’s releases, that circuit explained:
Under the first step, we discern the “subject matter” of the proposal. . . . Under the
second, we ask whether that subject matter relates to [the company]’s ordinary
business operations. . . . If the answer to the second question is yes, [the company]
5 The D.C. Circuit has one case concerning the predecessor to Rule 14a–8(i)(7). Med. Comm. for
Human Rts. v. SEC, 432 F.2d 659, 676 (D.C. Cir. 1970), vacated as moot, 404 U.S. 403 (1972).
Because it predates all of the releases at issue, it provides little insight into whether those releases
are entitled to Auer deference.
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must still convince us that [the shareholder]’s proposal does not raise a significant
policy issue that transcends the nuts and bolts of the [company]’s business.
Trinity Wall St., 792 F.3d at 341 (quoting 1983 Release, 48 Fed. Reg. at 38221). But that circuit
did not go through the steps that Kisor later explained are necessary before treating an agency
interpretation as authoritative. See 588 U.S. at 573–79.
Even if this Court were to conclude that it should defer to the releases’ interpretations of
Rule 14a–8(i)(7), another question is how to harmonize them. Consider an issue important for this
case: if a shareholder proposal implicates both a significant policy issue and a business’s
day- to- day operations, how should a court (or a company) determine whether it is excludable under
Rule 14a–8(i)(7)? The Court perceives some tension between the 1976 and 1998 Releases about
that. According to the 1976 Release, the inquiry is whether the proposal has a “significant policy,
economic or other implication[] inherent in [it].” 41 Fed. Reg. at 52998. Put differently, it appears
to direct the company to ask whether the proposal “involve[s] any substantial policy or other
considerations.” Id. (emphasis added). But according to the 1998 Release, such a proposal falls
outside the exclusion if it “focus[es] on sufficiently significant social policy issues” such that the
proposal “transcend[s] the day-to-day business matters.” 63 Fed. Reg. at 29108 (emphasis added).
This latter articulation appears to require the significant policy issue to be central to the proposal
in a way that is not contemplated by the 1976 Release.
Finally, the Parties also rely on legal bulletins issued by SEC staff that express views about
how to interpret Rule 14a–8(i)(7) and the releases themselves. See, e.g., Mot. 13; Opp’n &
Cross- Mot. 30. Citing Skidmore v. Swift & Co., 323 U.S. 134 (1944), Chubb suggests that these
bulletins “provide evidence” of the rule’s meaning. Opp’n & Cross- Mot. 30. The bulletins,
however, “represent interpretations and policies followed by the Division of Corporation Finance,”
not 	the 	SEC. 	Staff 	Legal 	Bulletins, 	Sec. 	& 	Exch. 	Comm’n 	(Feb. 	12, 	2025),
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https://www.sec.gov/rules-regulations/staff-guidance/staff-legal-bulletins 	[perma.cc/NS7Q-
ZUZ2]. More recent cases on Rule 14a–8(i)(7) have afforded the bulletins “careful consideration.”
Trinity Wall St., 792 F.3d at 343 n.11 (quoting Donaghue v. Accenture Ltd., No. 03-cv-8329, 2004
WL 1823448, at *3 (S.D.N.Y. Aug. 16, 2004)); Tosdal, 440 F. Supp. 3d at 1194–95. But the Parties
have yet to explore why the Court should find these bulletins to be persuasive expositions of
Rule 14a– 8(i)(7)’s meaning.
The Court concurs that Rule 14a–8(i)(7) is “perplexing.” Trinity Wall St., 792 F.3d at 337
(quoting Lazaroff, Promoting Corporate Democracy and Social Responsibility, 50 Rutgers L. Rev.
at 94). At this early stage in the case, proceeding on a short timeline and relying on the Parties’
expedited briefing, it is easier for the Court to raise interpretive questions than to answer them. For
purposes of As You Sow’s motion, however, both Parties rely on the SEC’s interpretations of
Rule 14a–8(i)(7). Thus, in resolving that motion, the Court will follow their lead and evaluate
As You Sow’s proposal by reference to those agency interpretations.
2. 	As You Sow’s Proposal
As You Sow’s core argument is that its proposal “addresses” a significant policy issue
transcending 	the 	day-to-day 	of 	Chubb’s 	business: 	“the 	severe 	and 	mounting 	threat 	that
climate- related losses pose to its overall business model.” Reply & Cross-Opp’n 11. But according
to the 1998 Release—to which As You Sow says the Court should give Auer deference, Mot. Hr’g
Tr. at 17:21–24—the inquiry is not whether a proposal addresses a significant policy issue. Instead,
it is whether the proposal “focus[es] on” such an issue. 63 Fed. Reg. at 29108. And for now, even
under As You Sow’s preferred interpretive approach, As You Sow has not shown that its proposal
focuses on climate change rather than on subrogation.
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As You Sow’s proposal seeks to put to a shareholder vote whether Chubb should “issue a
third-party report assessing if and how pursuing subrogation claims for climate-related losses
would benefit the Company and its insureds.” Compl. Ex. 1. On its face, the proposal “deals with”
Chubb’s subrogation strategy. 17 C.F.R. § 240.14a–8(i)(7). It is true that it also implicates climate
change, which is undoubtedly a significant policy issue. See Tosdal, 440 F. Supp. 3d at 1198
(“Climate change presents an intolerable and urgent global crisis.”). But implicating such an issue
is not the same thing as focusing on it in a way that causes the proposal to “transcend the
day- to- day” matters of Chubb’s business. 1998 Release, 63 Fed. Reg. at 29108. As one of Chubb’s
declarants explains, “Chubb pursues subrogation claims as part of its day-to-day business where it
makes legal and business sense to do so,” and it determines “whether to pursue a subrogation claim
on a case-by-case basis after a particular loss has occurred.” Decl. Joseph Mannion ¶ 6,
ECF No. 14- 4. As You Sow has yet to persuasively explain why a report assessing climate-related
subrogation claims transcends Chubb’s routine subrogation-claim practices.
To make the case that its proposal transcends Chubb’s ordinary business practices,
As You Sow argues that “climate change, and the profound and growing impact that it is having
on the insurance industry, is a significant policy issue.” Reply & Cross-Opp’n 12. In As You Sow’s
view, “by informing Chubb’s high-level approach to this acute threat to its overall business model,
[its] proposal transcends the operational ‘nuts and bolts[]’ . . . of day- to- day coverage decisions.”
Id. (quoting Trinity Wall St., 792 F.3d at 341).
What this argument misses is the role that subrogation plays in the proposal. As acute a
threat as climate change might be to Chubb’s business model, As You Sow does not articulate why
that threat—and not Chubb’s subrogation practices—is the “focus[]” of its proposal. 1998 Release,
63 Fed. Reg. at 29108. The closest As You Sow gets is noting that its proposal contemplates a
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report on “whether and how the use of subrogation might help mitigate the grave economic risks
that Chubb faces from climate change.” Reply & Cross-Opp’n 17. Yet merely noting the
proposal’s connection to climate change is not the same as demonstrating that it escapes being
enmired in Chubb’s day-to-day subrogation decisionmaking.
Instead, the through-line in As You Sow’s briefing is that “the impact of climate change is
deeply significant for property and casualty insurers.” Reply & Cross-Opp’n 13; see Mot. 15. But
as even As You Sow acknowledges, under the SEC’s 1998 interpretation of Rule 14a–8(i)(7), a
proposal’s connection to climate change is not itself enough to make that issue “transcend[ant].”
63 Fed. Reg. at 29108; see Reply & Cross-Opp’n 12 (calling that position a “straw man”). That
result holds true regardless of whether the company at issue is in the insurance industry or a
different industry affected by climate change. Cf. Roosevelt, 958 F.2d at 428–29 (proposal
requiring report on environmentally safe substitutes to chemical products excludable under
Rule 14a–8(i)(7)); Tosdal, 440 F. Supp. 3d at 1199–1200 (same for proposal that a power company
replace a coal- fired power plant with renewable energy production).
Finally, As You Sow occasionally intimates that its position is buoyed by the fact that the
proposal would only compel commissioning a report rather than another action. See, e.g., Mot. 18
(“While insights gleaned from the report could influence Chubb’s strategic direction, decisions
about whether and how to incorporate those insights would remain in Chubb’s hands.”); Reply &
Cross-Opp’n 11 (“As You Sow agrees that its proposal addresses subrogation, albeit through a
third-party report considering if and how subrogation could mitigate ‘climate-related losses’ in
particular.” (quoting Compl. Ex. 1)). The Court sees some logic in that suggestion. When a
shareholder proposal contemplates only a report, it might be less likely that the proposal “deals
with 	a 	matter 	relating 	to 	the 	company’s 	ordinary 	business 	operations.” 	17 	C.F.R.
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§ 240.14a– 8(i)(7). Or to use the language of the 1998 Release, such a proposal might have a
different “focus[]” than a proposal not framed in terms of a report. 63 Fed. Reg. at 29108. The
problem for As You Sow is that this approach is flatly rejected by the 1983 Release, which says
that “this interpretation raises form over substance” and instead directs SEC staff to consider “the
subject matter of the special report.” 48 Fed. Reg. at 38221; see also Roosevelt, 958 F.2d at 428– 29
(noting the SEC staff’s “practice” regarding proposals for reports); Trinity Wall St., 792 F.3d
at 343 (relying on the SEC staff’s “consistent focus on the underlying subject matter of a
proposal”). And according to As You Sow, this release is one to which the Court should afford
Auer deference. Mot. Hr’g Tr. at 17:21–24.
* 	* 	*
After further briefing, As You Sow may well convince the Court that it is correct on the
merits. But to obtain a preliminary injunction, As You Sow is required to make “a clear showing
that [it] is entitled to such relief.” Winter, 555 U.S. at 22. As the issues in this case have thus far
been presented to the Court, it has not met that burden. That is fatal to its request. Standing Rock
Sioux Tribe, 205 F. Supp. 3d at 26.
C. 	Rule 12(b)(6)
But just because As You Sow has not met its burden to obtain a preliminary injunction
does not mean that, as Chubb contends, dismissal under Rule 12(b)(6) is warranted at this early
stage. As described above, the caselaw regarding Rule 14a–8(i)(7) is sparse, and the Parties have
yet to reckon with significant and potentially outcome-determinative interpretive questions. And
given the expedited timeline for briefing and decision, the Court is not well- positioned to
definitively conclude that As You Sow’s Complaint fails to state a claim. The Court concludes that
the better course is to deny Chubb’s cross-motion to dismiss without prejudice. A briefing schedule
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that allows the Parties to air out these difficult issues “might cast portions of this case in a new
light.” See Meta Platforms, Inc. v. FTC, 723 F. Supp. 3d 64, 71 (D.D.C. 2024) (denying motion
for preliminary injunction and denying cross-motion to dismiss). After As You Sow properly
effectuates service, Chubb may renew its motion to dismiss on any basis in Rule 12.6
CONCLUSION
For the foregoing reasons, the Court denies As You Sow’s Motion for a Preliminary
Injunction, ECF No. 6, and denies without prejudice Chubb’s Motion to Dismiss, ECF No. 14.
A separate order will issue.
SPARKLE L. SOOKNANAN
United States District Judge
Date: 	March 31, 2026
6 Only one of Chubb’s arguments in favor of dismissal does not track its arguments opposing
As You Sow’s motion for a preliminary injunction: Chubb contends that the Complaint should be
dismissed under the doctrine of laches. See Cross-Reply 3. “Laches is the principle that equity will
not aid a plaintiff whose unexcused delay, if the suit were allowed, would be prejudicial to the
defendant.” Kemp v. Eiland, 139 F. Supp. 3d 329, 349 (D.D.C. 2015) (quoting Expedia, Inc. v.
District of Columbia, 120 A.3d 623, 639 (D.C. 2015)). A defendant asserting a laches defense
must show “(1) lack of diligence by the party against whom the defense is asserted, and
(2) prejudice to the party asserting the defense.” Major v. Plumbers Local Union No. 5, 370
F. Supp. 2d 118, 127–28 (D.D.C. 2005) (quoting Costello v. United States, 365 U.S. 265, 282
(1961)). “Laches is a fact-intensive defense poorly suited to a motion to dismiss.” Kemp, 139
F. Supp. 3d at 349–50. At the motion hearing, Chubb conceded that if this Court declined to award
preliminary injunctive relief, the prejudice it claims to suffer from As You Sow’s alleged delay
“would go away.” Mot. Hr’g Tr. at 45:8. Still, since the Court denies Chubb’s motion without
prejudice, it declines to resolve whether its laches defense is meritorious.
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