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11 Feb 2016, 5:59 am
Under Unocal, the board has the burden of demonstrating that it reasonably perceived a threat, and that its response was neither preclusive nor draconian and was reasonable in relation to the threat. [read post]
11 Feb 2016, 5:59 am
Under Unocal, the board has the burden of demonstrating that it reasonably perceived a threat, and that its response was neither preclusive nor draconian and was reasonable in relation to the threat. [read post]
22 Oct 2010, 10:17 am by James Hamilton
Unocal is a two-part test under which a board’s defensive response must be reasonable in relation to a reasonably identified threat to the company.The Unocal is usually employed when a poison pill is adopted as an antitakeover Device. [read post]
17 Jun 2007, 5:30 pm
Professor Bainbridge here provides an analysis on his blog of the applicability of the Revlon duties of a director (which he describes as a mere extension of Unocal ) in the context of a hypothetical situation where a board is... [read post]
14 Nov 2006, 1:21 pm
Personally, I've always preferred the old Pure Oil Company, though since they were bought by Unocal, which was bought by Chevron, I guess there's no real difference. [read post]
6 Mar 2008, 8:38 am
Unocal primarily addressed the impropriety of using the defendant's dissimilar acts towards nonparties as the basis for punitive damages. [read post]
1 Jan 2007, 6:08 pm
Best wishes to my readers and their families for a happy and healthy New Year.Wilmington attorney Gil Sparks has written a law review article that comments on the article by Prof. [read post]
23 Apr 2017, 9:00 am by Edward M. McNally
This decision notes that the status of Santa Fe may be unclear, but then goes on to hold that the agreements alleged to be preclusive deal protection devices do not violate Unocal even if it were applicable. [read post]
2 Dec 2006, 12:06 pm
Stephen Bainbridge's article in connection with the 20th Anniversary of the Delaware Supreme Court's decision in Unocal Corp. v. [read post]
31 Jul 2012, 1:06 pm by Edward M. McNally
Curtis, C.A. 7109-VCN  (July 31, 2012) This decision clarifies that the rule of the Blasius decision is really just an application of the intermediate Unocal standard in reviewing director conduct. [read post]
6 Sep 2016, 1:58 pm by Steve Bainbridge
In Unocal at 20: Director Primacy in Corporate Takeovers, Delaware Journal of Corporate Law, Vol. 31, No. 3, pp. 769-862, 2006, available at SSRN: http://ssrn.com/abstract=946016, I argued that: In... [[ This is a content summary only. [read post]
29 Aug 2022, 3:00 am by John Jenkins
Reverse termination fees are an interesting topic – unlike termination fees, there’s little reason for Unocal or Revlon concerns to potentially limit their size and good reason to think that they can be pretty sizeable in comparison to overall deal value without being regarded as a penalties. [read post]
14 Jan 2021, 3:00 am by John Jenkins
  Of course, the area awoke with a vengeance in 1985, but when I took the class, Van Gorkom, Moran, Unocal, Revlon, etc. weren’t even on the radar screen. [read post]
12 Apr 2014, 3:44 pm by Steve Bainbridge
In an earlier post, I indicated my agreement with Vice Chancellor Travis' application of the Unocal standard of review in the recent Chen v. [read post]
15 Feb 2011, 4:43 pm by CorporateAcquisitions MergerLawBlogger
Download it, get a cup of coffee, close the door, and start reading this primer on the pill, Unocal, and "just say no" defense. [read post]
6 Oct 2009, 12:22 pm
Unocal Corp., --- F.3d ---, 2009 WL ------------ (2nd Cir. 2009)(petition for a writ of mandamus rejected because any challenge to the district court's subject matter jurisdiction... [read post]
9 Apr 2009, 1:18 pm
The General Counsel of Unocal at the time, Samuel Gillespie, estimated that "Unocal will save $160 million in legal fees and resolution costs for the 200 matters predicted to arise under the five-year contract. [read post]