• Law Study Aids
    • Case Briefs
    • Lessons
      • 1L
        • Civil Procedure
        • Constitutional Law
        • Contracts
        • Criminal Law
        • Property Law
        • Torts
      • 2L/3L
        • Business Associations
        • Criminal Procedure
        • Evidence
        • Family Law
        • Secured Transactions
        • Wills, Trusts & Estates
    • Outlines
      • 1L
        • Civil Procedure
        • Constitutional Law
        • Contracts
        • Criminal Law
        • Property Law
        • Torts
      • 2L/3L
        • Agency
        • Business Associations
        • Conflicts of Law
        • Corporations
        • Criminal Procedure
        • Evidence
        • Family Law
        • Partnerships
        • Secured Transactions
      • Exam Prep Checklists
        • Access 1L Checklists
          • Civil Procedure
          • Constitutional Law
          • Contracts
          • Criminal Law
          • Property Law
          • Torts
        • Access 2L/3L Checklists
          • Agency
          • Criminal Procedure
          • Corporations/Business Entities
          • Evidence
          • Family Law
          • Partnership
          • Trusts
          • U.C.C. ART. 9
          • Wills
    • Refresher Courses
      • 1L
        • Constitutional Law
        • Contracts Law
        • Criminal Law
        • Property Law
        • Torts Law
      • 2L/3L
        • Criminal Procedure
        • Evidence Law
    • Exam Prep Pro
      • 1L
        • Civil Procedure
        • Constitutional Law
        • Contracts
        • Criminal Law
        • Property Law
        • Torts
      • 2L/3L
        • Criminal Procedure
        • Evidence
    • Multiple Choice Quizzes
      • 1L
        • Civil Procedure
        • Constitutional Law
        • Contracts
        • Criminal Law
        • Property Law
        • Torts
      • 2L/3L
        • Criminal Procedure
        • Evidence
    • Exam Prep Workshops
      • 1L
        • Civil Procedure
        • Constitutional Law
        • Contracts
        • Criminal Law
        • Property Law
        • Torts
    • Charts and Notes
      • 1L
        • Civil Procedure
        • Constitutional Law
        • Contracts
        • Criminal Law
        • Property Law
        • Torts
      • 2L/3L
        • Criminal Procedure
        • Evidence
  • Courses
    • Practice Ready Workshop
    • 1L Prep Course
    Generic selectors
    Exact matches only
    Search in title
    Search in content
    Post Type Selectors
    Advanced Search | Notes Search
    Start My FREE 7-DAY Trial
    Log In
    StuddyBuddy Pro
    Apple
    Facebook
    Google

    Forgot Password?

    Forgotten Password

    Cancel

    Generic selectors
    Exact matches only
    Search in title
    Search in content
    Post Type Selectors

    • Law Study Aids
      • Case Briefs
      • Lessons
        • 1L
          • Civil Procedure
          • Constitutional Law
          • Contracts
          • Criminal Law
          • Property Law
          • Torts
        • 2L/3L
          • Business Associations
          • Criminal Procedure
          • Evidence
          • Family Law
          • Secured Transactions
          • Wills, Trusts & Estates
      • Outlines
        • 1L
          • Civil Procedure
          • Constitutional Law
          • Contracts
          • Criminal Law
          • Property Law
          • Torts
        • 2L/3L
          • Agency
          • Business Associations
          • Conflicts of Law
          • Corporations
          • Criminal Procedure
          • Evidence
          • Family Law
          • Partnerships
          • Secured Transactions
        • Exam Prep Checklists
          • Access 1L Checklists
            • Civil Procedure
            • Constitutional Law
            • Contracts
            • Criminal Law
            • Property Law
            • Torts
          • Access 2L/3L Checklists
            • Agency
            • Criminal Procedure
            • Corporations/Business Entities
            • Evidence
            • Family Law
            • Partnership
            • Trusts
            • U.C.C. ART. 9
            • Wills
      • Refresher Courses
        • 1L
          • Constitutional Law
          • Contracts Law
          • Criminal Law
          • Property Law
          • Torts Law
        • 2L/3L
          • Criminal Procedure
          • Evidence Law
      • Exam Prep Pro
        • 1L
          • Civil Procedure
          • Constitutional Law
          • Contracts
          • Criminal Law
          • Property Law
          • Torts
        • 2L/3L
          • Criminal Procedure
          • Evidence
      • Multiple Choice Quizzes
        • 1L
          • Civil Procedure
          • Constitutional Law
          • Contracts
          • Criminal Law
          • Property Law
          • Torts
        • 2L/3L
          • Criminal Procedure
          • Evidence
      • Exam Prep Workshops
        • 1L
          • Civil Procedure
          • Constitutional Law
          • Contracts
          • Criminal Law
          • Property Law
          • Torts
      • Charts and Notes
        • 1L
          • Civil Procedure
          • Constitutional Law
          • Contracts
          • Criminal Law
          • Property Law
          • Torts
        • 2L/3L
          • Criminal Procedure
          • Evidence
    • Courses
      • Practice Ready Workshop
      • 1L Prep Course
    Start My FREE 7-DAY Trial
    Log In Sign up
    StuddyBuddy Pro
    Apple
    Facebook
    Google

    Forgot Password?

    Forgotten Password

    Cancel
    0
    To print, please Start a Free Trial or Log in.

    Confirm favorite deletion?

    Cancel Yes, Delete

    Corporations Keyed to Klein

    Rabkin v. Philip A. Hunt Chemical Corp

    Facts

    Plaintiffs brought this action against Defendants Hunt, Olin and several of their directors, to enjoin a cash-out merger after Olin offered only $20 per share to the minority shareholders. When Olin initially bought their 63.4% majority stake from Turner and Newall Industries, Inc. for $25 per share, they agreed to a commitment to pay $25 per share if Olin purchased the remaining shares within one year of their initial purchase. Throughout the year Olin directors referred to an eventual cash-out merger of Hunt as if it were a near-certainty. After the year lapsed, Olin directors had a banking firm render a fairness opinion on a $20 per share offer. Four days later, without reviewing the one-year commitment, appraising Hunt’s assets or interviewing Hunt management, the firm declared that the $20 price was fair. Olin’s finance committee approved the merger, and Hunt’s outside directors hired Merrill Lynch to assess the offer. Merrill Lynch assessed the value at $19 to $25 per share. The outside directors, after suggesting a higher price, finally agree to support a $20 price. After the board approved, Olin assured it’s passing by virtue of holding a majority of the shares. Plaintiffs then brought this action to enjoin the merger, arguing that the price was unfair, that Defendants manipulated the timing of the merger to avoid the one-year commitment and that Defendants were obligated as a result of their Securities filing to pay the $25 price. The lower court held that, absent fraud, the only remedy for Plaintiffs was appraisal. Plaintiffs do not want the appraisal value because it is likely lower than the $25 value they believe they are entitled to per the agreement.

    Only StudyBuddy Pro offers the complete Case Brief Anatomy*

    Access the most important case brief elements for optimal case understanding.

    *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.
    Start Your Free Trial or Log in.
    • 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.
    • 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.
    Start Your Free Trial or Log in.
    • The Brief Prologue closes the case brief with important forward-looking discussion and includes:
    • Policy:

      Identifies the Policy if any that has been established by the case.
    • Court Direction:

      Shares where the Court went from here for this case.
    Start Your Free Trial or Log in.

    Your Law School
    Success Begins Here

    • Case Briefs - the Socratic Savior! – Best in class and Largest Library of complete I.R.A.C. / C.R.E.A.C. Law School case briefs. Includes:
      • SmartBriefs® - Enhanced case briefs for optimal clarity
      • CaseCast® - Professor overviews of "What you need to know"
      • New MarginBrief® - A.I. - Powered for faster, more efficient case recall
    • Lessons - Professor delivered video for topic reinforcement
    • Outlines - Professor written - downloadable, amendable and includes test-taking tips and tools
    • Refresher Courses - Quick course reviews with interactive exercises
    • Quizzes and Exams - over 5,000 Multiple Choice and Essay questions all Professor curated and answered
    • Exam Prep Workshops - Delivered by Professors on how to disect, organize and answer law school exam questions
    • and so much more ...
    Start your FREE Trial

    Notepad Click anywhere in notepad to add a note

    Rabkin v. Philip A. Hunt Chemical Corp