Corporations Keyed to Klein
Farris v. Glen Alden Corp
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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 is a coal-mining company wherein Plaintiff is a shareholder. In 1957 a second company, List, purchased 38.5% of Defendant’s stock. List is a holding company that owns interest in real estate, motion pictures, textile companies, but no coal companies until the 1957 stock purchase. The purchase allowed List to put three members on the board, and in 1958 Defendant entered an agreement with List to purchase List’s assets and liabilities in return for Defendant stock. The name of the company would change, directors from both companies would run the new company and List would be dissolved. A majority of the shareholders agreed to the reorganization at a shareholders meeting. Plaintiff filed suit because the reorganization plan did not conform to Pennsylvania Business Corporation Law that applied to the plan. Plaintiff argued that the reorganization was a de facto merger, and as such the dissenting shareholders should have been notified that they could claim fair val ue for their shares. Defendants argued that the reorganization is considered a purchase of assets under the applicable statute.
- 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.