This section contains the nature of the case and procedural background.

NYCERS (P) was a public pension fund that owned 164,841 shares of common stock in Dole (D). P decided that a proposal be included in D's proxy statement prior to its annual meeting. D wrote the SEC and stated D's position that P's proxy statement concerned employee benefits, an assertedly ordinary business operation. The SEC responded with a statement that it could exclude pursuant to 14a-8(c)(7) because the proposal directed D to get involved in the political and legislative process. The SEC did not address D's particular reason. The SEC denied review to P and P sued D.

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