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Securities Regulation Keyed to Coffee
Epstein v. MCA, Inc.
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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:
Matsushita wanted to obtain MCA Corp. in a tender offer, requiring an MCA insider, Wasserman, to pledge his shares to Matsushita ahead of time, partially to keep his employment with MCA after it changed hands. An arrangement was drafted where after the tender offer closed, Wasserman would exchange his shares. In consideration for the pledge, Wasserman was to obtain shares ina holding company with the value of the shares being connected to the tender offer price by a systemguaranteeing that the value would be higher than the tender offer price. The entire arrangement between Wasserman and Matsushita would diffuse if the tender offer went unfulfilled. Previous shareholders of the MCA filed suit, claiming discrimination in a tender offer in violation of Rule 14d-10. The case was 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.