SmartBrief
Confirm favorite deletion?
Business Associations Keyed to LoPucki, 2nd Ed.
Jones Apparel Group, Inc. v. Maxwell Shoe Co., Inc.
Citation:
883 A.2d 837 (2004)Facts
In February 2004, Jones Apparel Group made an unsolicited offer to acquire Maxwell Shoe for $20 per share, which Maxwell’s board rejected as inadequate. In March 2004, Jones commenced a tender offer and filed a preliminary consent solicitation statement indicating it might seek to remove Maxwell’s directors. On March 25, 2004, Maxwell’s board set that date as the record date for Jones’s consent solicitation. Article VII of Maxwell’s charter, however, provided that the record date for any consent solicitation “shall be the first date on which a signed written consent setting forth the action to be taken or proposed to be taken is delivered to the corporation.” Jones delivered its first written consent on April 21, 2004, and argued this date should be the record date according to Maxwell’s charter. Maxwell contended that its board had the statutory authority to set the record date under DGCL § 213(b) regardless of the charter provision, or alternatively, that the charter provision was invalid because it conflicted with the board’s statutory authority.
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.