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1 Oct 2017, 7:51 am
Section 172 sets forth directors duties and is similar to the constituency statutes in some 30 states, and arguably, based on the 1985 opinion of the Delaware Supreme Court in the Unocal case, Delaware law. [read post]
26 May 2017, 1:07 pm by Francis Pileggi
The post Unocal Claim Does not Satisfy Rule 23.1 appeared first on Delaware Corporate & Commercial Litigation Blog. [read post]
5 May 2017, 6:14 am
FEC, Contracts, Corporate forms, Corporate veil, Firm performance, Long-Term value, Shareholder activism, Shareholder primacy, Shareholder value, Short-termism, Sustainability [read post]
3 May 2017, 6:32 am
In Paramount Gold and Silver Stockholders Litigation (April 13, 2017), the shareholder-plaintiffs claimed that the directors of Paramount Gold and Silver Corporation had breached their fiduciary duties by agreeing to an unreasonable “deal protection device” in connection with the merger pursuant to which Paramount was being acquired by Coeur Mining, Inc. [read post]
31 Mar 2017, 3:00 am by John Jenkins
  This blog from Keith Bishop notes that pending legislation in Nevada would formally reject the application of Revlon and Unocal to Nevada corporations. [read post]
6 Oct 2016, 3:00 am by John Jenkins
This new article suggests that Revlon, Unocal & the other Delaware takeover standards we’ve all focused on for more than a generation are in decline, and that there’s good reason for that – the growing clout of institutional investors, investor activism & the rise of the corporate governance movement. [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]
26 Aug 2016, 6:04 am
Posted by HLS Forum on Corporate Governance and Financial Regulation, on Friday, August 26, 2016 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 19–August 25, 2016. [read post]
15 Apr 2016, 6:00 am
Liekefett, Vinson & Elkins LLP, on Wednesday, April 13, 2016 Tags: Boards of Directors, Business judgment rule, Charter & bylaws, Delaware cases, Delaware law, Hostile takeover,Merger litigation, Mergers & acquisitions, Shareholder activism, Shareholder rights, Takeover defenses, Takeovers,Unocal standard Treasury Guidance on Corporate Inversions Posted by David H. [read post]
12 Feb 2016, 6:03 am
Posted by HLS Forum on Corporate Governance and Financial Regulation, on Friday, February 12, 2016 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of February 5, 2016 to February 11, 2016. 2015 Year-End Activism Update Posted by Barbara L. [read post]
12 Feb 2016, 6:03 am
Posted by HLS Forum on Corporate Governance and Financial Regulation, on Friday, February 12, 2016 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of February 5, 2016 to February 11, 2016. 2015 Year-End Activism Update Posted by Barbara L. [read post]
11 Feb 2016, 5:59 am
The Delaware courts generally apply the heightened scrutiny standard under Unocal to a review of challenged board actions that have been taken in response to a perceived threat that relates to corporate control. [read post]
11 Feb 2016, 5:59 am
The Delaware courts generally apply the heightened scrutiny standard under Unocal to a review of challenged board actions that have been taken in response to a perceived threat that relates to corporate control. [read post]
30 Jan 2016, 7:22 am by Carl Neff
 As provided by the Court: A corporate action with collateral effects including a tendency to preserve incumbent control is not per se subject to Unocal scrutiny and applying Unocal under the specific facts of this case would sponsor the enigmatic idea that the Board’s decision to dilute its own control of the corporation by surrendering board seats to insurgents is best viewed as a defensive action. [read post]
23 Jan 2016, 8:47 pm by Francis Pileggi
” The post Chancery Dismisses Non-Exculpated Claim with Prejudice appeared first on Delaware Corporate & Commercial Litigation Blog. [read post]
5 Oct 2015, 6:10 am
In the Unocal case, the court upheld the power of the board of directors to reject, and take action to defeat, a hostile takeover bid, and in the Household case, it sustained the legality of the poison pill, which I had introduced three years earlier in an effort to level the playing field between corporate raiders and the companies they targeted. [read post]