of the proposals, but not getting rid of preferred stock. Einhorn deems preferred stock superior to dividends or share buybacks and has separately put forward a proposal for an issuance of Apple preferred stock with a perpetual 4 percent dividend.
But as Apple's proxy proposal is structured, Greenlight said, shareholders have "no choice but to either vote in favor of an amendment they oppose, or against an amendment they support."
Few lawsuits have ever been filed challenging proposals under the rules, a situation some legal experts attributed to the normally passive nature of shareholders.
"In most cases you're not going to get a lot of complaining about bundling," said Brian Slipakoff, special counsel at law firm Duane Morris in Philadelphia.
In one of the few related lawsuits, the 2nd U.S. Circuit Court of Appeals in New York in 1999 recognized an implied private right of action by shareholders suing over alleged anti-bundling rule violations.
That precedent could back Einhorn in his legal standing to bring the case. The appeals court ruling was cited by Greenlight in additional court papers filed late on Thursday.
Francis Vasquez, a lawyer with the law firm White & Case who is not involved in the case, said Apple might argue that because the stockholder proposals in Proposal 2 are all amendments to the charter, they are properly related.
The California company has another five proposals up for a vote, which are not being challenged by Einhorn and do not involve amending Apple's charter. Those measures focus on matters such as director elections and executive compensation.
"Apple's first argument likely is going to be, 'Look, these are all amendments we put in one place, they don't have to do with the other items,'" Vasquez said.
The anti-bundling rules date from 1992. John Coffee, a professor at Columbia Law School, said the idea was to "prevent managements from bribing shareholders with a sweetener into voting for a proposal they would otherwise reject."
The case is Greenlight Capital LP, et al., v. Apple Inc., U.S. District Court, Southern District of New York, 13-900.