Corporations Keyed to Klein
ACE Ltd. v. Capital Re Corp
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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.
- 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:
In early 1999 Defendant, in need of cash, approached Plaintiff and sold them 12.3% of its outstanding shares for $75 million. When their credit rating slipped, Defendant looked to merge with a company such as Plaintiff. The two parties signed a merger agreement in June of 1999 wherein Defendant received .6 shares of Plaintiff for every one share of Defendant’s stock. The 12.3% holdings, as well as a shareholder agreement with another 33.5% of shareholders, allowed Plaintiff the luxury of having a near guaranty (with 45.8% voting power) of giving shareholder approval to a merger. The merger agreement contained a no-talk agreement that prevented Defendant directors from soliciting higher bids, but the agreement also allowed Defendant’s directors to terminate the agreement if there was a future superior bid. When Plaintiff’s share price fell (which in turn lessened the value paid for Defendant’s shares) and a third party made a better offer, the directors cancelled the agree ment with Plaintiff and gave Plaintiff five days to come up with a better offer than the third party. Plaintiff did so, but was again outbid by the third party. Instead of raising the bid further, Plaintiff sought a restraining order to prevent Defendant from canceling the merger agreement.
- 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.