SmartBrief
Confirm favorite deletion?
Business Associations Keyed to Coffee, 9th Ed.
In re Wachovia Shareholders Litigation
Citation:
607 S.E.2d 48 (2005)Facts
In April 2001, Wachovia and First Union announced their planned merger, which included two contested “deal protection devices”: a cross-option provision and a non-termination provision. The cross-option provision potentially entitled either party to a $780 million break-up fee if the merger failed and one party merged with a third entity within 18 months. The non-termination provision prevented termination of the merger agreement until January 2002, even if shareholders failed to approve it. Wachovia shareholders filed suit challenging these provisions, alleging the board breached its fiduciary duties under N.C. Gen. Stat. § 55-8-30. The business court upheld the cross-option provision but invalidated the non-termination provision, finding it improperly restricted the board’s ability to consider other merger partners and was coercive to shareholders. After this ruling, the plaintiffs sought attorney’s fees. The business court awarded $325,000 in fees and $36,000 in expenses under the “corporate benefit” doctrine, despite acknowledging that no common fund was created, no increase in stock price resulted, and no subsequent bidder appeared after invalidation of the provision.
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.