SmartBrief
Confirm favorite deletion?
Securities Regulation Keyed to Cox
Huppe v. WPCS International Inc.
Citation:
670 F.3d 214 (2012)Facts
Special Situations Fund III QP, L.P. and Special Situations Private Equity Fund, L.P. were Delaware limited partnerships that invested in publicly traded companies through PIPE transactions. Each fund owned over 10% of WPCS International Inc. shares. The Funds’ partnership agreements vested complete management and control in their general partners, who delegated voting and investment authority to Austin Marxe and David Greenhouse. Between December 2005 and January 2006, the Funds sold WPCS shares on the open market at prices between $9.183 and $12.62 per share. In March 2006, WPCS announced accounting restatements that caused its share price to fall, jeopardizing a planned secondary offering. WPCS approached Marxe and Greenhouse about a PIPE transaction, and in April 2006, the Funds purchased 876,931 additional WPCS shares directly from the company at $7.00 per share with board approval. Huppe, a WPCS shareholder, filed a derivative action seeking disgorgement of approximately $486,000 in short-swing profits.
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.