Corporations Keyed to Hamilton
Mentor Graphics Corporation v. Quickturn Design Systems Inc
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*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. Review the Facts of this case here:
Plaintiff sold an emulation product to Defendant. Some time later, Plaintiff acquired Meta Systems, a French company involved in the emulation business, and began to market its products in the United States. Defendant reacted by successfully suing for patent infringement. Plaintiff then decided to acquire Defendant. Plaintiff announced an unsolicited cash tender offer for all outstanding common shares of Defendant at a price representing a 50% premium over Defendant’s immediate pre-offer price and a 20% discount from Defendant’s February 1998 stock price levels. Plaintiff also announced its intent to solicit proxies to replace the board at a special meeting. Defendant concluded that Plaintiff’s offer was inadequate and recommended that Defendant shareholders reject Plaintiff’s offer. Then the board amended the by-laws to delay a shareholder called special meeting for at least three months. The board also amended Defendants shareholder rights plan by eliminating its dead hand feature and replacing it with a Deferred Redemption Plan, (DRP) under which no newly elected board member could redeem the rights plan for six months after taking office if the purpose of the redemption would be to facilitate transaction with an “Interested Person” An Interested Person would be one who proposed the election of the new directors to the board, in this case, Plaintiff. Plaintiff then filed this action seeking declaratory judgment that Defendant’s newly adopted takeover defenses are invalid and an injunction requiring the board to dismantle those defenses.
- 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.