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Securities Regulation Keyed to Coffee
Howing Co. v. Nationwide Corp.
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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 life insurance company, Nationwide, issued Class B, a special class of common stock, which was held by two Nationwide companies, Nationwide Mutual Insurance Company and Nationwide Mutual Fire Insurance Company. The Class A common stock was held by individual shareholders, while the possession of the class B stock provided Nationwide Mutual and Nationwide Mutual Fire authority over Nationwide. Nationwide Mutual and Nationwide Mutual Fire composeda tender offer of $20.00 per share of the Class A stock, and bought $4,074,695.00 Class A shares. Nationwide Mutual and Nationwide Mutual Fire kept buying Class A shares on the open market up to the point of obtaining 85.6% of the Class A common stock. Nationwide’s board of directors then consented to a proposalessentially eradicating public ownership where the remainder of the Class A stock would be procured by Nationwide Mututal and Nationwide Mutual Fire at $42.50 per share. On behalf of Nationwide’s shareholders, shareholderEfros(Plaintiff) initiated a class action suit and wanted a preliminary injunction stopping the vote on the projected merger. The motion was denied, and the merger was approved. Nationwide moved for summary judgment, and a cross-motion for partial summary judgment was filed by shareholders. The district court granted Nationwide’s motion, and dismissed.
- 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.