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Securities Regulation Keyed to Coffee
Itoba Ltd. V. LEP Group PLC
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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:
A London-based holding company, Lep Group PLC, had fifty subsidiaries in thirty countries. Lep deposited 136 million shares in an American depository, in order to establish a market for its shares in the United States, which issued a receipt for the shares. Seeing as the shares traded on the National Association of Securities Dealers Automated Quotation System (NASDAQ), Lep was subject to disclosure and reporting requirements of United States securities law. Canadian Pacific and a Bermuda-based holding company, ADT concurred to investigate a potential joint acquisition of Lep. An assessment of Lep’s business operations was conducted by both companies. Canadian Pacific withdrew from the joint venture after learning of the investigations. Through one of ADT’s offshore companies, Itoba Limited, it decided to obtain Lep. The plan was approved by Itoba’s board of directors and soon after Itoba bought over 37 million shares of Lep. Lep’s recent information disclosure decreased the value of its stock by 97% and so Itoba’s holdings value also dramatically decreased. Based on a violation of the Securities Exchange Act of 1934 §§ 10(b) and 20, and Rule 10-b5, Itoba filed suit against Lep in the District of Connecticut. With Lepmoving to dismiss based on lack of subject matter jurisdiction and the district court dismissed. Itoba appealed.
- 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.