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Corporations Keyed to O’Kelley
Sante Fe Industries, Inc. v. Green
Citation:430 U.S. 462 (1977)
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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:
In 1936, petitioner Santa Fe Industries, Inc. acquired control of 60% of the stock of Kirby Lumber Corp. Through a series of purchases over the succeeding years, Santa Fe increased its control of Kirby’s stock to 95%. In 1974, wishing to acquire 100% ownership of Kirby, Sante Fe availed itself to a short-form merger. Sante Fe obtained independent appraisals of the physical assets of Kirby. These appraisals, together with other financial information, were submitted to Morgan Stanley & Co. Kirby’s physical assets were appraised at $320 million. The provisions of the short-form merger statute were fully complied with. The minority stockholders of Kirby were notified the day after the merger became effective and were advised of their right to obtain an appraisal in Delaware court if dissatisfied with the offer of $150 per share. Respondents, minority stockholders of Kirby, objected to the terms of the merger.
- 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.