SmartBrief
0
Confirm favorite deletion?
Business Organizations Keyed to Sjostrom
Smith v. Van Gorkom
Citation:
488 A.2d 858 (Del. 1985)Facts
Trans Union was a publicly-traded, diversified holding company. Beginning in the late 1960s, Trans Union pursued a program of acquiring small companies to increase available taxable income. On September, 1980, at a senior management meeting which Van Gorkom (Trans Union’s CEO) attended, Romans, Chief Financial Officer of Trans Union, brought up the idea of a leveraged buy-out as a possible strategic alternative to the company’s acquisition program. Van Gorkom later met with Jay A. Pritzker, a corporate takeover specialist. Van Gorkom knew that Pritzker intended to make a cash-out merger offer at Van Gorkom’s proposed $55 per share. On September 19, Van Gorkom called a special meeting of the Trans Union board. Van Gorkom began the special meeting of the board with a twenty-minute oral presentation. Copies of the proposed merger agreement were delivered too late for study before or during the meeting. He did not disclose to the board the methodology by which he alone had arrived at the $55 figure. The merger agreement was executed by Van Gorkom on September 20. The board and the stockholders of Trans Union approved the merger.
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.
11m 27s
