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Business Organizations Keyed to Cox
Smith v. Van Gorkom
Citation:488 A.2d 858 (1985)
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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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- 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:
Jerome Van Gorkom, Trans Union’s Chairman and Chief Executive Officer, met with senior management to discuss Trans Union’s difficulty in producing sufficient taxable income. On September 6, 1980, Donald Romans, Chief Financial Officer of Trans Union, brought up the idea of a leveraged buy-out as a possible alternative to the company’s acquisition program. On September 19, Van Gorkom called a special meeting of the Trans Union Board. Ten directors were present at the meeting. All of the board were well informed about the company and its operations as a going concern. They were familiar with the current financial condition of the company. Van Gorkom began the meeting with a twenty-minute oral presentation. Copies of the proposed merger agreement were delivered too late for study during the meeting. He did not disclose to the board the methodology by which he alone had arrived at the $55 figure. The merger agreement was later executed by Van Gorkom at a formal social event.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
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- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.
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- Policy: Identifies the Policy if any that has been established by the case.
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