SmartBrief
Confirm favorite deletion?
Business Planning Keyed to Gevurtz
Kaplan v. Goldsamt
Citation:
380 A.2d 556 (1977)Facts
American Medicorp, Inc. was founded by Robert Goldsamt and operated in the proprietary hospital business. Over time, Goldsamt’s interest in day-to-day operations waned, and he developed fundamental disagreements with the other directors about corporate strategy. Goldsamt strongly advocated using corporate funds to repurchase company stock, which he believed was trading below its intrinsic value, while the majority of directors preferred investing in growth and expansion. These disagreements became increasingly contentious, with Goldsamt characterizing other board members as “idiots” during meetings and occasionally referring to the possibility of a proxy fight. At a January 1976 board meeting, after another heated discussion, Goldsamt unexpectedly offered to sell his 550,000 shares for $10 per share. The Board quickly acted on this offer, negotiating a purchase price of $9.50 per share plus a five-year consultation and non-competition agreement for $275,000. The Board obtained opinions from investment banking firms Loeb, Rhoades & Co. and Bache Halsey Stuart that a tender offer for the same number of shares would cost approximately $9.50 per share including fees and expenses. The transaction was approved by 81% of voting shareholders at the May 1976 annual meeting.
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.