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Business Associations Keyed to Hamilton
Smith v. Van Gorkom
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- 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.
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- 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. Review the Facts of this case here:
Van Gorkom (Defendant), Trans Union’s chief executive, solicited a merger offer from an outside investor. Defendant acted on his own and arbitrarily arrived at a price of $55 per share. Without any type of investigation, the full board of Trans Union accepted the offer. Before its formal acceptance by the board, the offer was proposed two subsequent times. The derivative suit was brought by Smith (Plaintiff) and other shareholders on the basis that the board had not given the offer due consideration. The trial court held that the board’s action fell within the business judgment rule because it considered the offer three times before formally accepting it. The appellate court affirmed, and this appeal resulted.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
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- 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.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
- Policy: Identifies the Policy if any that has been established by the case.
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