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Securities Regulation Keyed to Coffee
CA, Inc. v. AFSCME Employees Pension Plan
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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:
A shareholder of CA, Inc., AFSCME, proposed a stockholder bylaw (the “Bylaw”) and submitted it to be included in CA’s proxy materials for its annual meeting. If adopted, the Bylaw would have instructed the board of directors of CA to "reimburse a stockholder or group of stock holders (together, the "Nominator") for reasonable expenses ("Expenses") incurred in connection with nominating one or more candidates in a contested election of directors to the corporation's board of directors. . . ." CA’s present bylaws and certificate of incorporation fail to address the reimbursement of proxy expenses, although its certificate of incorporation did state that the behavior of the affairs of the corporation and the management of the business were vested in the board. The stance was taken by CA that the proposed bylaw was not the suitable subject of shareholder action and sought a no-action letter from the SEC. Two questions were certified to the state’s highest court by the SEC: "1. Is the AFSCME Proposal a proper subject for action by shareholders as a matter of [state] law?" and "2. Would the AFSCME Proposal, if adopted, cause CA to violate any [state] law to which it is subject?" The questions were answered by the state's highest court.
- 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.