Business Associations Keyed to Hamilton
Saito v. McKesson HBOC, Inc.
Saito (Plaintiff) became a shareholder of McKesson after it negotiated and publicly announced a merger with HBOC to form McKesson HBOC, Inc. (Defendant). He wanted to inspect the books and records of McKesson and McKesson HBOC (Defendant) to investigate McKesson’s apparent failure to learn of accounting irregularities at HBOC until months after the merger was completed. The Delaware Chancery Court denied his request as far as it related to documents prepared before Saito (Plaintiff) became a shareholder on the ground that under 8 Del. C. § 327, stockholders who bring derivative suits must allege that they were shareholders at the time of the complained-of transaction. Plaintiff also requested documents in Defendant’s possession that the corporation obtained from financial and accounting advisors. The Chancery Court denied access to these documents on the ground that Plaintiff could not use his inspection rights to bring claims against third parties. Lastly, Plaintiff requested HBOC documents on the basis that he was a shareholder of HBOC’s parent, McKesson HBOC (Defendant). The Chancery Court also denied this request on the ground that a stockholder of a parent corporation is not entitled to inspect the books and records of a subsidiary with no showing of fraud or that the subsidiary is an alter ego of the parent, finding no basis to disregard HBOC’s separate identify. The Delaware Supreme Court granted review.
Only StudyBuddy Pro offers the complete Case Brief Anatomy*
Access the most important case brief elements for optimal case understanding.
*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
Topic:Identifies the topic of law and where this case fits within your course outline.
Parties:Identifies the cast of characters involved in the case.
Procedural Posture & History:Shares the case history with how lower courts have ruled on the matter.
Case Key Terms, Acts, Doctrines, etc.:A case specific Legal Term Dictionary.
Case Doctrines, Acts, Statutes, Amendments and Treatises:Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
Brief Facts:A Synopsis of the Facts of the case.
Rule of Law:Identifies the Legal Principle the Court used in deciding the case.
Facts:What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case.
Issue(s):Lists the Questions of Law that are raised by the Facts of the case.
Holding:Shares the Court's answer to the legal questions raised in the issue.
Concurring / Dissenting Opinions:Includes valuable concurring or dissenting opinions and their key points.
Reasoning and Analysis:Identifies the chain of argument(s) which led the judges to rule as they did.