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Business Organizations Keyed to Allen
Miller v. HCP & Co.
Citation:2018 WL 656378 (Del. Ch. 2018).
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- 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. Review the Facts of this case here:
Trumpet Search was an LLC governed by an Operating Agreement (OA). In 2014 and 2016, the defendants contributed significant capital to Trumpet and became unitholders. Trumpet issued different classes of units to different investors with early investors receiving Class A, B, and C units. Defendants received Class D and E units. Pursuant to the OA, if Trumpet was sold to a third party, unitholders would be paid in a reverse alphabetical order (a “waterfall”) with Class D and E unitholders receiving payment before Class A, B, and C unitholders. Therefore, Class A, B, and C unitholders could receive very little if the purchase price covered only the money owed to Class D and E unitholders.
By May 2016, defendants were the largest holder of membership units in Trumpet and an amended OA was executed creating the Class E units. As a majority holder of the Class D and E units, if Trumpet were sold, defendants were entitled to most of the first $30 million in proceeds. Defendants were also entitled to appoint four of the seven managers on Trumpet’s Board. The OA gave the Board sole discretion regarding the manner in which Trumpet could be sold. However, the sale could only be to an unaffiliated third party. Additionally, under the OA, every member needed to consent to a sale of the company and approved by the majority of the Board.
Less than a year later, Trumpet was sold to MTS Health Partners, LP for $43 million. No alternative buyers were sought and plaintiffs believed that Trumpet could have been sold for a higher price in an open auction process.
- 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.