Corporations Keyed to Klein
Morgan Stanley & Co., Inc. v. Archer Daniels Midland Co
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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:
Defendant issued $125 million of 16% Sinking Fund Debentures with a stipulation that Defendant could not redeem the debentures through lower cost interest debt. Defendant raised money on a couple occasions afterward with a lower interest rate than the 16%. Defendant also raised money through two common stock offerings. At this point, Plaintiff purchased some of the debentures at more than face value, but the next day Defendant announced their plans to redeem the 16% debentures. Plaintiff then sought to enjoin Defendant from its redemption, arguing that Defendant violated the debenture agreement because they used money (at least indirectly) raised from their lower-interest debentures. Plaintiff also argued that Defendant violated federal and state securities laws because Defendant withheld material facts from the Securities and Exchange Commission, namely that Defendant was interpreting the redemption language of the borrowing agreement so narrow as to only be prohibited f rom directly financing a redemption with lower-interest debt. Plaintiff asserted that they never would have purchased the debt above market value if they believed that Defendant could call for a redemption under the current circumstances.
- 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.