SmartBrief
0
Confirm favorite deletion?
Securities Regulation, Keyed to Choi
Mills v. Electric Auto-Lite Co.
Citation:
396 U.S. 375 (1970)Facts
Petitioners Mills and other shareholders owned stock in Electric Auto-Lite Company until 1963 when it merged with Mergenthaler Linotype Company. Before the merger, Mergenthaler owned over fifty percent of Auto-Lite’s outstanding shares and had controlled Auto-Lite for two years. American Manufacturing Company owned approximately one-third of Mergenthaler’s shares and exercised voting control over Mergenthaler and, through it, Auto-Lite. The proxy statement soliciting shareholder approval stated that Auto-Lite’s board of directors recommended the merger but failed to disclose that all eleven directors were Mergenthaler nominees under its control and domination. The merger required approval by two-thirds of Auto-Lite shares. Respondents controlled fifty-four percent, requiring substantial minority shareholder approval. At the meeting, approximately 950,000 of 1,160,000 outstanding shares voted for the merger, including 317,000 proxy votes from minority shareholders that were necessary and indispensable for approval.
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.