India’s Apollo Tyres Ltd. agreed in June to buy Cooper Tire for $35 a share. Cooper’s shareholders approved the deal in September, teeing up the closing date. But Apollo didn’t show up to close. Apollo says problems reaching a deal with Cooper’s U.S. labor union and a lack of information about a Cooper joint venture in China have made it impossible for Apollo to raise the more than $2 billion in debt it needs to close the deal. Now, the gap between what Apollo agreed to pay and where the stock is trading – $35 versus about $26 – has the parties at loggerheads. The key decision before Vice Chancellor Sam Glasscock, the Delaware judge overseeing the trial, is whether Apollo has lived up to its end of the bargain to use “reasonable best efforts” to strike a deal with the steelworkers. Cooper says Apollo is bound by the original deal, while Apollo says that changing circumstances require renegotiation. For Ohio-based Cooper to succeed in court, it will have to show that Apollo is deliberately dragging its feet on a labor deal. That question rests on a single phrase in the merger agreement:”reasonable best efforts.”
1. What are the facts of the case in this article? Who is the plaintiff and who of the defendant?
2. What is the key issue to be decided by the court? What other issues may need to be resolved?
3. If the particular wording used in the contract is considered to be vague, why did the lawyers who drafted the contract choose that wording? What wording could have been more precise?
4. Who could benefit from the imprecision of the wording? Do you think that party had the possibility in mind when signing the contract? Why or why not?
5. What are the financial ramifications of outcome of this case? How could each party be affected?
6. Do you think that Apollo still wants to proceed with the deal? What support do you have for your answer?
7. The article mentions a breakup fee. What is that? Why would it be included in the contract? How does it affect the proposed deal? Why has it become a potential problem?
8. How could this problem have been prevented? What steps could each party have taken to protect their interests?
Two professional gamblers score big on a successful Puerto Rican adventure, only to see their cash haul seized at an Atlanta airport while they’re en route back to theirs Las Vegas home. Alleging a law enforcement officer violated their constitutional rights, where are they entitled to file suit? They got the money back about six months later, but sued Georgia police officer Anthony Walden over the affair, alleging among other things that he filed a false affidavit in a bid to have the cash forfeited to law enforcement. Mr. Walden, who was then a deputized DEA agent, denies any improprieties. The gamblers filed suit in their home court in Nevada, arguing the asset seizure affected them where they live and work. Mr. Walden argues that he shouldn’t have to defend himself there, given that he lives and works in Georgia, where the incident occurred.
1. What are the facts of this case? What is the main issue on appeal to the US. Supreme Court?
2. What is jurisdiction? What are the two types of jurisdiction? What type of jurisdiction is at issue in this case?
3. Why is the determination of proper jurisdiction so important? How could the ruling regarding jurisdiction affect the strategy and the outcome of the case discussed in the article?
4. What are the arguments in favor of jurisdiction in Nevada? What arguments support jurisdiction in Georgia? Which location do you think is appropriate in this case? Why?
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Originally posted 2019-03-16 15:45:40.
The post What is the main issue on appeal to the US. Supreme Court? appeared first on Student Homeworks.