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Corporations Keyed to O’Kelley
In re Volcano Corp. Stockholder Litigation
Citation:143 A.3d 727 (2016)
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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.
- 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. Review the Facts of this case here:
On December 15, 2014, Philips informed Volcano that its board of directors had approved a cash-out merger with Philips at a price of $18 per share. Goldman Sachs reviewed its financial analysis of the offer price and rendered an oral fairness opinion in favor of Philip’s $18 per share all-cash offer. The board further discussed the merger and unanimously approved the merger. The merger agreement provided that the merger was to be consummated as a two-step transaction under the Delaware law. Volcano and Philips signed the merger agreement. Philips commenced the tender offer to purchase all of Volcano’s outstanding common stock for $18 per share in cash on December 30, 2014. That same day, Volcano filed the recommendation statement with the SEC recommending that Volcano’s stockholders accept the tender offer. Following the tender offer’s expiration, Volcano and Philips consummated the merger without a stockholder vote.
- 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.