SmartBrief
Confirm favorite deletion?
Business Planning Keyed to Gevurtz
J.E. Seagram Corp. v. Commissioner
Citation:
104 T.C. 75 (1995)Facts
In 1981, Seagram initiated a cash tender offer for Conoco stock. Conoco resisted and entered into an agreement with DuPont whereby DuPont would acquire Conoco through a two-step process: first, a tender offer exchanging DuPont stock or cash for Conoco shares, followed by a merger of Conoco into a DuPont subsidiary. Seagram and DuPont engaged in a bidding war, with Seagram ultimately acquiring approximately 32% of Conoco’s shares for cash. After DuPont gained control of Conoco by receiving tenders for a majority of shares, Seagram tendered its Conoco shares to DuPont in exchange for DuPont stock at a ratio of 1.7 DuPont shares per Conoco share. Conoco subsequently merged into DuPont’s subsidiary as planned. Seagram claimed a loss of $530,410,896 on its exchange of Conoco stock for DuPont stock, representing the difference between its cost basis in the Conoco shares and the fair market value of the DuPont shares received.
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.