Confirm favorite deletion?
Business Associations Keyed to Hamilton
MDCM Holdings, Inc. v. Credit Suisse First Boston Corporation
Facts
MDCM Holdings, Inc. (formerly Mortgage.com) (Plaintiff) was one of several Internet-related, high-tech companies that wanted to go public through an initial public offering (IPO) of stock. These companies contracted with Credit Suisse First Boston Corporation (CSFB) (Defendant) to be their underwriter. Following underwriting agreements with the companies, CSFB (Defendant) received 7 percent of the profits. MDCM (Plaintiff) brought a class action on behalf of issuers that had used CSFB (Defendant) in 1998 to 2000 and whose securities increased in value 15 percent or more about their original offering price within 30 days after the IPO. The companies argued that Defendant breached its contracts and implied covenants of good faith and fair dealing, as well as fiduciary duties owed to the issuers, by requiring customers who wanted to purchase IPO shares to pay a share of the profits they gained and by underpricing certain securities to guarantee that they would rise in value once issued to the public. They also claimed that Defendant gained unjust enrichment by these practices, alleging that the companies would have realized additional gross proceeds if not for Defendant’s intentional underpricing. Defendant moved to dismiss on the ground that these state law claims were preempted by the Securities Litigation Uniform Standards Act of 1998 (SLUSA), 15 U.S.C. §§ 77p, 78bb(f).
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.
- 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.Court Direction:
Shares where the Court went from here for this case.