SmartBrief
Confirm favorite deletion?
Corporations Keyed to O’Kelley
In re Synthes, Inc. Shareholder Litigation
Citation:
50 A.3d 1022 (2012)Facts
Before the merger, Synthes was a global medical device company, whose common stock traded on the SIX Swiss Exchange. Synthes’ board was composed of ten directors. The most notable of the directors here is Swiss billionaire Hansjoerg Wyss, the 76-year-old Chairman of the board and Synthes’ alleged controlling stockholder. Wyss founded Synthes in the 1970s and served as its CEO for thirty years. The plaintiffs allege that Wyss controlled a majority of the board by dominating five other members through a mix of alleged close familiar and business ties. In terms of voting control, Wyss owned 38.5% of the company’s stock, making him the company’s largest stockholder. According to the plaintiffs, Wyss was well past retirement age and getting ready at some point to step down as Chairman of the board from the company he spent many years of his life building. Plaintiffs contend, in order to achieve his liquidity goals in view of Synthes’ allegedly thin public float, Wyss needed to sell his personal holdings to a single buyer. Plaintiffs contend that the unique liquidity dilemma infected the entire sale process ultimately consummated by the merger.
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.