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Securities Regulation Keyed to Coffee
Securities Exchange Commission v. Manor Nursing Centers, 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:
Manor Nursing Centers, Inc. administered a primary and secondary offering of 450,000 shares, funds from sold shares were to be held in escrow until terms of offerings were satisfied. If all offered shares were not sold within 60 days, the offering would be void and the funds reimbursed with interest. Selling stockholders and Manor did not fulfill the requirements set by offering, nor did they receive anticipated proceeds. Prerequisites for utilizing proceeds were known (or should have been known) to Manor and stockholders, however, the funds were not returned to public investors. A suit was brought against Manor by the Securities Exchange Commission (Plaintiff) alleging violations of the antifraud provisions of the 1933 Act and §17(a) and 10(b) of the 1934 Act declaring that Manor did not open an escrow account, that unsold funds were not disclosed, that shares were not sold solely for cash, that funds were never returned to investors, and that specific individuals were further compensated for participating in sales of said shares.
- 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.