ENGEL, Circuit Judge.
The principal issue in this appeal is whether defendant Mobil Corporation properly refused to include in its proxy statement a proposal which would amend Mobil's bylaws to prevent a citizen of an OPEC country from sitting on Mobil's board of directors. The plaintiff's claim is premised upon the existence of an implied private cause of action under section 14(a) of the Securities Exchange Act, 15 U.S.C. § 78n(a) (1982), and upon rule 14a...
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