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Corporations Keyed to Klein
In re Wheelabrator Technologies, Inc. Shareholders Litigation
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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 corporation was in the waste management field, specifically in the refuse-to-energy field. This field was shared in part by Waste Management. At one point, Waste management became the largest stockholder of Defendant, and they were eager to streamline both companies through a merger. Waste Management offered to pay a ten percent premium to acquire 55% of Defendant’s shares. Defendant directors (which did not include directors appointed by Waste Management) voted to accept the offer. A majority of shareholders other than Waste Management voted in favor of the merger as well. Plaintiffs accused Defendant directors of breaching a fiduciary duty when they withheld pertinent information regarding a merger of Defendant target corporation Wheelabrator into Waste Management. Plaintiffs also accused Defendant directors of breach of loyalty and care in negotiating the merger by misrepresenting the time the directors took to deliberate about the merger. Defendants claim that the shareholders, by voting for the merger, ratified the decision, thereby extinguishing any duty of loyalty claims. Plaintiffs countered that at most the shareholder vote only turned the burden of proof on to Plaintiffs under an entire fairness standard.
- 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.