SmartBrief
0
Confirm favorite deletion?
Business Organizations Keyed to Cox
Portnoy v. Cryo-Cell International, Inc.
Citation:
940 A.2d 43 (2008)Facts
Cryo-Cell International, Inc. is a small public company that has struggled to succeed. By 2007, several of its large stockholders were considering mounting a proxy contest to replace the board. A stockholder, Andrew Filipowski, used management’s fear of replacement to strike a deal for himself to be included in the management slate for 2007 annual meeting. Another stockholder, plaintiff David Portnoy, filed a dissident slate. Going into the annual meeting, Cryo-Cell’s chief executive officer, defendant Mercedes Walton, was desperate. In exchange for the alliance, Walton promised Filipowski that if their management slate prevailed, Cryo-Cell’s board would expand the board to add another seat that Filipowski’s designee would fill. In an effort to secure another key bloc of votes, Walton used a combination of threats and inducements to secure the vote of Saneron CCEL Therapeutics Inc.
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.
Topic Resources
11m 27sTopic Outline 
Topic Refresher Course 
Topic Charts & Notes 