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Business Organizations Keyed to Cox
Kahn v. Lynch Communication Systems, Inc.
Citation:638 A.2d 1110 (1994)
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- 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.
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- 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:
In 1981, Alcatel acquired 30.6 percent of Lynch’s common stock pursuant to a stock purchase agreement. As part of that agreement, Lynch amended its certificate of incorporation to require an 80 percent affirmative vote of its shareholders for approval of any business combination. In addition, Alcatel obtained proportional representation on the Lynch board of directors and the right to purchase 40 percent of Lynch equity securities in any offering that included third parties. To address the self-interest surrounding its acquisition of by Alcatel, Lynch created a three-person committee comprised of non-Alcatel directors to negotiate the terms of the acquisition. The merger occurred and unhappy Lynch shareholders sued.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
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- 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.
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