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Speiser v. Baker
Citation:525 A.2d 1001 (Del. Ch. 1987).
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- 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.
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- 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:
Health Chem was a publicly traded company in which the public held 40%, Speiser 10%, Baker 8%, and Health Med 42% of all stock. Chem, through a wholly owned subsidiary Medallion Corp, owned 95% of the equity in and convertible preferred stock in Health Med. Speiser and Baker each held 50% of the common stock in Health Med and 45% of the vote. In its stocks’ unconverted form, Chem held only 9% of the vote. Through this circular ownership structure, Speiser and Baker were able to control Chem while owning less than 35% of the equity in the company.
Speiser and Baker had a falling out and Speiser called various times for an annual meeting, allegedly to out Baker as a director of the corporation. However, Baker’s refusal to attend the meetings caused quorum to fail leading to this action.
- 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.