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State of Wisconsin Inv. Bd. v. Peerless Systems 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:
Plaintiff held 7 to 9 percent of Defendant company’s shares. Defendants released a proxy statement that notified shareholders that one of the proposals presented at the annual meeting would provide another 1 million stock option shares for the directors of Defendant company. Plaintiff notified Defendants that they would vote against this proposal because it would dilute the shares available in the option program by 33 percent. Plaintiff also contacted other owners and requested that they vote against the proposal. At the annual meeting, Defendants offered three proposals. Two of the proposals easily passed, but when it became apparent that the stock option proposal would fail, the meeting was adjourned with the polls still open on the stock option proposal. A shareholder meeting reconvened thirty days later and the proposal passed by a very slim margin. During the thirty days, Gavaldon actively solicited shareholders yet to vote who he knew were more likely to vote in f avor of the proposal. Plaintiff claimed that Defendants breached their fiduciary duty by adjourning the meeting without closing the stock option proposal, by interfering with shareholder voting and by making misleading and false statements. Defendant asserts that Plaintiff lacked standing because they did not attend the shareholder meeting and voice an objection at that time. Both parties moved for summary judgment.
- 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.
- 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.