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Securities Regulation Keyed to Coffee
Mills v. Electric Auto-Lite Co.
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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.
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- 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:
Electric Auto-Lite shareholders began suit the day prior to its annual shareholder meeting, hoping to enjoin a vote on a projected merger with Mergenthaler Linotype Company, based on a purported deceiving proxy statement. After the vote, the merger was approved. Filing an amended complaint, the shareholders sought to have the merger set aside because of the misleading proxy statements which violated § 14(a) of the 1934 Act and Rule 14a-9. Mergenthaler possessed over 50% of Auto-Lite’s outstanding common stock before the merger, with American Manufacturing possessing one third of Mergenthaler’s outstanding stock, meaning American Manufacturing had actually been in control of Auto-Lite. The proxy materials suggested that shareholders authorize the projected merger while omitting the truth that all of Auto-Lite’s directors has been nominated by Mergenthaler, was misleading. The district court held this was a material omission and found that required casual association had been shown betwixt the § 14(a) violation and the shareholders damages. The court of appeals affirmed, finding that the omission was significant, reversing on the concern of causation. The court declared the dispositive issue to be if the merger was fair to minority shareholders, then the court could determine those shareholders would have authorized the merger anyway. The shareholders sought review.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
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- 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.