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Corporations Keyed to O’Kelley
Adlerstein v. Wertheimer
Citation:2002 WL 205684 (2002)
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- 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.
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- 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:
Joseph Adlerstein, the former chairman and CEO of SpectruMedix Corporation brought an action against the company and three individuals who claim to be the current directors of the company. Wertheimer testified that he and Adlerstein spoke about the deteriorating financial condition of the company. During their conversation, Adlerstein agreed to convene a meeting of the board on July 9, 2001. On July 9, however, Adlerstein arrived lat at the office. He was told that the matter had been postponed. Adlerstein told Wertheimer and Mencher that he was not interested in the Reich proposal because it would dilute his shares in the company. Wertheimer and Mencher explained that the company was in immediate need of funds and the investment by Reich was needed to avoid liquidation. When the vote on the transaction was called Adlerstein did not participate. The board then took up the question of removing Adlerstein for cause from his office as CEO. Adlerstein seeks a determination that the July 9 meeting was not properly convened and, therefore, all actions taken at or in conjunction with that meeting are null and void. Adlerstein also contends that even if the meeting was duly noticed and convened, the actions taken at the meeting by Wertheimer and Mencher were the product of a breach of the fiduciary duties they owed to him in his capacity as a director and the controlling stockholder.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
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- 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.