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Business Organizations Keyed to Smith
Gantler v. Stephens
Citation:965 A.2d 695 (Del. 2009).
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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:
First Niles board of directors put the company up for sale, receiving offers frmo Farmers National, Cortland Bankcorp, and First Place. Cortland and First Place submitted due diligence requests, which Stephens of which Stephens did not inform the board of directors. Cortland withdrew its request, while First Place reduced its bid. Ultimately, the board decided to move forward with a privatization plan instead of a sale.
The plan was taken for a shareholder vote. Prior to the vote, shareholders submitted a proxy statement to the SEC, which claimed the company’s board of directors each had conflicts of interest as related to the privatization plan. Shareholders ultimately approved the privatization plan.
A group of shareholders brought a derivative claim, alleging conflicts of interest which lead to the board of directors rejecting First Place’s bid.
- 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.