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Business Associations Keyed to Hamilton
Lehrman v. Cohen
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- 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.
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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.
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- 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:
Lehrman and Cohen families stockholders in Giant Food Inc., held equal voting stock in Class AC common (Cohhen’s) and AL common (Lehrman’s). Each of the classes elected two directors for a four member directorship. Jacob Lehrman acquired all the outstanding Class AL stock to settle a dispute among that family. The Cohen’s demanded a fifth director on the board to break deadlocks between the two classes of stocks. A third class of stock was created, AD. AD stock was issued to Joseph Danzansky, the corporate counsel, so that he may have the power to elect the fifth director. Joseph held all other common stock privileges save issuance of dividends. He held one sure with a par value of $10, with the corporation holding redemption rights. Danzansky chose himself to be the fifth director. The current argument arose when Danzansky was given a 15 year executive employment contract of $67,600 annual, and stock options. AC and AD stock voted for the employment, AL stock voted against. On the same day, Danzansky was voted president in a 3 to 2 vote, AL voted against him. He then resigned as director and voted in Millard West to be director from the AL stock and the board ratified these changes. Lehrman (P) filed suit against Cohen (D) the former president of the company alleging that (1) the issuance and voting of the Single AD share was an illegal voting trust under state law and (2) Danzansky’s employment and appointment as president violated the deadlock agreement, breaching contract and fiduciary duty. Court of Chancery granted Cohen’s (D) motion for summary judgment while Lehrman (P) filed for an appeal.
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- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
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