SmartBrief
0
Confirm favorite deletion?
Corporations Keyed to Hazen
CA, Inc. v. AFSCME Employees Pension Plan
Citation:
953 A.2d 227 (Del. Sup. Ct. 2008)Facts
CA is a Delaware corporation whose board of directors consists of twelve persons. CA’s annual meeting of stockholders is scheduled to be held on September 9, 2008. CA intends to file its definitive proxy materials with the SEC on July 24, 2008. ASFCME, a CA stockholder, is associated with the American Federation of State. AFSCME submitted a proposed stockholder bylaw for inclusion in the company’s proxy materials for its 2008 annual meeting of stockholders. The bylaw, if adopted by CA stockholders, would amend the company’s bylaws to provide that the board of directors shall cause the corporation to reimburse a stockholder for reasonable expenses incurred in connection with nominating one or more candidates in a contested election of directors to the corporation’s board of directors. On April 18, 2008, CA notified the SEC’s Division of Corporation Finance of its intention to exclude the proposed bylaw from its 2008 proxy materials, alleging that the proposed bylaw is not a proper subject for stockholder action and that, if implemented, the bylaw would violate the Delaware General Corporation Law.
Only StudyBuddy Pro offers the complete Case Brief Anatomy*
Access the most important case brief elements for optimal case understanding.
*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.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.
Topic Resources
2m 27sTopic Outline 