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Securities Regulation Keyed to Coffee
MAI Basic Four, Inc. v. Prime Computer, 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:
Anassembly of businesses in the computer trade wanted to take control of Prime Computer, Inc. Drexel Burnham Lambert, Inc. was acting as adviser, investor and underwriter when, to finance the deal, it issued $875 million in high yield securities aka “junk bonds”. After the proposed mergers, Drexel was to still have a minority interest in the remaining business. Soon after, the Massachusetts antitakeover statute was tested when the purchasing companies’ filed suit. Prime computer, in a counterclaim, stated that Drexel was large enough to have it considered a “bidder” under SEC Rule 14d-1(b)(1), which authorized the providing of information concerning the participation and financial situation of Drexel in the purchasing companies’ “Offer to Purchase” (Schedule 14D-1 form) filed compatible to a proposed tender offer. The district court held Drexel to be a bidder and forbid the tender offer. Prime Computer, Inc. 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.