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17 Aug 2015, 5:29 pm
In its 1985 decision Unocal Corp. v. [read post]
20 May 2015, 7:35 am
” The Court’s decision further highlights the importance of director liability protection provisions in corporate charters. [read post]
18 May 2015, 8:08 am
This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. [read post]
14 May 2015, 2:11 pm
On May 6, 2015, the Delaware Supreme Court heard oral argument on two cases that presented the same question: “In an action for damages against corporate fiduciaries, where the plaintiff challenges an interested transaction that is presumptively subject to entire fairness review, must the plaintiff plead a non-exculpated claim against the disinterested, independent directors to survive a motion to dismiss by those directors? [read post]
25 Mar 2015, 4:12 am
Unocal, for example, the Ninth Circuit in 2002 confirmed that Unocal could be liable for aiding and abetting violations of international law committed by the Burmese military in connection with the construction of a pipeline in Burma. [read post]
Delaware: Enjoining Advance Notice Bylaws Requires Radical Shift in Director-Initiated Circumstances
13 Jan 2015, 2:54 am
” The Vice Chancellor noted that KMC’s ANBs were adopted on a “clear day” and not post hoc in response to a threatened election contest or other threat scenario (which would have animated Unocal, Unitrin and, perhaps, Blasius review). [read post]
29 May 2014, 5:00 am
As we have noted before, there was a time (the 1980s) when shareholders could occasionally win a major governance case (Van Gorkom) or at least not entirely lose (Unocal). [read post]
13 May 2014, 5:49 pm
” Brett further asks how corporate governance and social welfare policy interact outside the takeover context. [read post]
5 May 2014, 12:23 pm
Applying the two-prong Unocal test, Vice Chancellor Parsons held that the plaintiffs failed to demonstrate a reasonable probability of success on the merits of their claims. [read post]
12 Apr 2014, 3:44 pm
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]
6 Nov 2013, 10:01 am
My article Unocal at 20: Director Primacy in Corporate Takeovers, 31 Delaware Journal of Corporate Law 769 (2006), was reprinted in its entirety in I Law and Economics of Mergers and Acquisitions 449... [[ This is a content summary only. [read post]
9 Aug 2013, 3:57 pm
My article, Unocal at 20: Director Primacy in Corporate Takeovers, was included in Law and Economics of Mergers and Acquisitions , edited by Steven Davidoff and Claire Hill. [read post]
18 Apr 2013, 6:21 am
Unocal Exploration Corporation, 777 A.2d. 242 (Del 2001), the Delaware Supreme Court held that a short-form merger is also excluded from entire fairness review. [read post]
16 Aug 2012, 2:24 pm
However, the Court rejected that argument noting that “[c]ontrol of an insolvent corporation is worth something because there is always a chance that it will become solvent. [read post]
3 Aug 2012, 10:32 am
There have too also been inevitable comparisons to the recently failed attempt by BHP to acquire Saskatchewan’s Potash Corporation. [read post]
25 Jul 2012, 12:44 am
Striking such a balance is the peculiar genius of Unocal and its progeny. [read post]
24 Jul 2012, 1:04 pm
Striking such a balance is the peculiar genius of Unocal and its progeny. [read post]
23 May 2012, 12:41 pm
The District of Columbia Court of Appeals heard oral arguments yesterday in a contract dispute between Unocal Corp., now a part of Chevron Corp., and eLawForum Corp., now known as DryStone Capital Corp., which does corporate litigation outsourcing. [read post]
6 May 2012, 6:52 pm
And Joan Heminway chimed in with: You make a nice point about the difference in judicial review between the business judgment rule setting and the Unocal takeover defense setting. [read post]
3 May 2012, 8:18 pm
Under the Unocal standard, however, the directors must act within the range of reasonableness. [read post]
