SmartBrief
Confirm favorite deletion?
Business Organizations Keyed to Allen
In re Delphi Financial Group Shareholder Litigation
Citation:
2012 WL 729232 (Del. Ch. Mar. 6, 2012).Facts
In 1987, Rosenkranz founded Delphi, a financial services holding company. Delphi went public in 1990, and Delphi’s ownership was divided between Class A and Class B shares. Class A shares were offered publicly and were entitled to one vote per share. Class B shares were owned entirely by Rosenkranz with each share being entitled to 10 votes. As such, Rosenkranz held 49.9% of the Delphi stockholder voting power. Additionally, Delphi’s Charter contained a provision prohibiting a consideration differential between classes of stock in the event of a merger.
On July 20, 2011, TMH approached Delphi about a merger. After negotiations with Rosenkranz, and discussions amongst Delphi representatives, THM ultimately offered a price of $46 per share. Thereafter, Rosenkranz continued his negotiations with a Sub-Committee of the Board of Directors regarding a consideration differential, despite the Charter‘s prohibition. The Delphi parties ultimately reached an agreement on a price of $44.875 for Class A and $53.875 for Class B shares. Rosenkranz relayed this differential consideration to TMH for the first time and TMH and Delphi agreed to condition the merger on approval of an amendment to the Charter.
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
Topic Outline