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Unitrin, Inc. V. American General Corp.
''Unitrin, Inc. v. American General Corp.'', 651 A.2d 1361 (Del. 1995) is the leading case on a board of directors' ability to use defensive measures, such as poison pills or buybacks, to prevent a hostile takeover. The case demonstrates an approach to corporate governance that favors the primacy of the board of directors over the will of the shareholders. Background American General Corp. tendered an offer for a controlling block of shares of Unitrin. The board of directors of Unitrin, who held 23% of the shares, did not think the price offered was adequate and so initiated a poison pill and offered a buyback to increase their holdings to 28% of the total shares. The trial court found that the offer represented a threat of "substantive coercion", and based on the ''Unocal v. Mesa Petroleum'' test, the poison pill was reasonable but the repurchase was not. The issue before the Supreme Court of Delaware was whether the repurchasing was a reasonable reaction to American General ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Supreme Court Of Delaware
The Delaware Supreme Court is the sole appellate court in the United States state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and acquisitions.Thomas Lee Hazen and Jerry W. Markham, ''Corporations and Other Business Enterprises'' (2003) Jurisdiction The Supreme Court has appellate jurisdiction over direct appeals from the Superior Court, Family Court, and Court of Chancery. Because it is the only appellate court in the state, its jurisdiction over appeals from final orders is mandatory. However, it has discretionary jurisdiction over appeals from interlocutory orders. The Court has original jurisdiction over writs of mandamus, prohibition, and certiorari. In addition, the Court regulates and has exclusive jurisdiction over matters concerning the admission and discipline of lawyers, the Lawyers' Fund for Client Protection ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Daniel L
Daniel is a masculine given name and a surname of Hebrew origin. It means "God is my judge"Hanks, Hardcastle and Hodges, ''Oxford Dictionary of First Names'', Oxford University Press, 2nd edition, , p. 68. (cf. Gabriel—"God is my strength"), and derives from two early biblical figures, primary among them Daniel from the Book of Daniel. It is a common given name for males, and is also used as a surname. It is also the basis for various derived given names and surnames. Background The name evolved into over 100 different spellings in countries around the world. Nicknames (Dan, Danny) are common in both English and Hebrew; "Dan" may also be a complete given name rather than a nickname. The name "Daniil" (Даниил) is common in Russia. Feminine versions (Danielle, Danièle, Daniela, Daniella, Dani, Danitza) are prevalent as well. It has been particularly well-used in Ireland. The Dutch names "Daan" and "Daniël" are also variations of Daniel. A related surname developed ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
John J
John is a common English name and surname: * John (given name) * John (surname) John may also refer to: New Testament Works * Gospel of John, a title often shortened to John * First Epistle of John, often shortened to 1 John * Second Epistle of John, often shortened to 2 John * Third Epistle of John, often shortened to 3 John People * John the Baptist (died c. AD 30), regarded as a prophet and the forerunner of Jesus Christ * John the Apostle (lived c. AD 30), one of the twelve apostles of Jesus * John the Evangelist, assigned author of the Fourth Gospel, once identified with the Apostle * John of Patmos, also known as John the Divine or John the Revelator, the author of the Book of Revelation, once identified with the Apostle * John the Presbyter, a figure either identified with or distinguished from the Apostle, the Evangelist and John of Patmos Other people with the given name Religious figures * John, father of Andrew the Apostle and Saint Peter * Pope Joh ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Henry R
Henry may refer to: People *Henry (given name) *Henry (surname) * Henry Lau, Canadian singer and musician who performs under the mononym Henry Royalty * Portuguese royalty ** King-Cardinal Henry, King of Portugal ** Henry, Count of Portugal, Henry of Burgundy, Count of Portugal (father of Portugal's first king) ** Prince Henry the Navigator, Infante of Portugal ** Infante Henrique, Duke of Coimbra (born 1949), the sixth in line to Portuguese throne * King of Germany **Henry the Fowler (876–936), first king of Germany * King of Scots (in name, at least) ** Henry Stuart, Lord Darnley (1545/6–1567), consort of Mary, queen of Scots ** Henry Benedict Stuart, the 'Cardinal Duke of York', brother of Bonnie Prince Charlie, who was hailed by Jacobites as Henry IX * Four kings of Castile: **Henry I of Castile **Henry II of Castile **Henry III of Castile **Henry IV of Castile * Five kings of France, spelt ''Henri'' in Modern French since the Renaissance to italianize the name and ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Andrew G
Andrew is the English form of a given name common in many countries. In the 1990s, it was among the top ten most popular names given to boys in English-speaking countries. "Andrew" is frequently shortened to "Andy" or "Drew". The word is derived from the el, Ἀνδρέας, ''Andreas'', itself related to grc, ἀνήρ/ἀνδρός ''aner/andros'', "man" (as opposed to "woman"), thus meaning "manly" and, as consequence, "brave", "strong", "courageous", and "warrior". In the King James Bible, the Greek "Ἀνδρέας" is translated as Andrew. Popularity Australia In 2000, the name Andrew was the second most popular name in Australia. In 1999, it was the 19th most common name, while in 1940, it was the 31st most common name. Andrew was the first most popular name given to boys in the Northern Territory in 2003 to 2015 and continuing. In Victoria, Andrew was the first most popular name for a boy in the 1970s. Canada Andrew was the 20th most popular name chosen for male ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Andrew D
Andrew is the English form of a given name common in many countries. In the 1990s, it was among the top ten most popular names given to boys in English-speaking countries. "Andrew" is frequently shortened to "Andy" or "Drew". The word is derived from the el, Ἀνδρέας, ''Andreas'', itself related to grc, ἀνήρ/ἀνδρός ''aner/andros'', "man" (as opposed to "woman"), thus meaning "manly" and, as consequence, "brave", "strong", "courageous", and "warrior". In the King James Bible, the Greek "Ἀνδρέας" is translated as Andrew. Popularity Australia In 2000, the name Andrew was the second most popular name in Australia. In 1999, it was the 19th most common name, while in 1940, it was the 31st most common name. Andrew was the first most popular name given to boys in the Northern Territory in 2003 to 2015 and continuing. In Victoria, Andrew was the first most popular name for a boy in the 1970s. Canada Andrew was the 20th most popular name chosen for mal ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Board Of Directors
A board of directors (commonly referred simply as the board) is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germ ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Shareholder Rights Plan
A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover. In the field of mergers and acquisitions, shareholder rights plans were devised in the early 1980s as a way to prevent takeover bids by taking away a shareholder's right to negotiate a price for the sale of shares directly. Typically, such a plan gives shareholders the right to buy more shares at a discount if one shareholder buys a certain percentage or more of the company's shares. The plan could be triggered, for instance, if any one shareholder buys 20% of the company's shares, at which point every shareholder (except the one who possesses 20%) will have the right to buy a new issue of shares at a discount. If all other shareholders are able to buy more shares at a discount, such purchases would dilute the bidder's interest, and the cost of the bid would rise substantially. Knowing that such a plan could be activated, th ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Share Repurchase
Share repurchase, also known as share buyback or stock buyback, is the re-acquisition by a company of its own shares. It represents an alternate and more flexible way (relative to dividends) of returning money to shareholders. When used in coordination with increased corporate leverage, buybacks can increase share prices. In most countries, a corporation can repurchase its own stock by distributing cash to existing shareholders in exchange for a fraction of the company's outstanding equity; that is, cash is exchanged for a reduction in the number of shares outstanding. The company either retires the repurchased shares or keeps them as treasury stock, available for re-issuance. Under U.S. corporate law, there are six primary methods of stock repurchase: open market, private negotiations, repurchase " put" rights, two variants of self-tender repurchase (a fixed price tender offer and a Dutch auction), and accelerate repurchases. More than 95% of the buyback programs worldwide are ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Takeover
In business, a takeover is the purchase of one company (the ''target'') by another (the ''acquirer'' or ''bidder''). In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to the acquisition of a private company. Management of the target company may or may not agree with a proposed takeover, and this has resulted in the following takeover classifications: friendly, hostile, reverse or back-flip. Financing a takeover often involves loans or bond issues which may include junk bonds as well as a simple cash offers. It can also include shares in the new company. Types Friendly A ''friendly takeover'' is an acquisition which is approved by the management of the target company. Before a bidder makes an offer for another company, it usually first informs the company's board of directors. In an ideal world, if the board feels that accepting the offer serves the shareholders better than rejecting it, it recommend ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporate Governance
Corporate governance is defined, described or delineated in diverse ways, depending on the writer's purpose. Writers focused on a disciplinary interest or context (such as accounting, finance, law, or management) often adopt narrow definitions that appear purpose-specific. Writers concerned with regulatory policy in relation to corporate governance practices often use broader structural descriptions. A broad (meta) definition that encompasses many adopted definitions is "Corporate governance” describes the processes, structures, and mechanisms that influence the control and direction of corporations." This meta definition accommodates both the narrow definitions used in specific contexts and the broader descriptions that are often presented as authoritative. The latter include: the structural definition from the Cadbury Report, which identifies corporate governance as "the system by which companies are directed and controlled" (Cadbury 1992, p. 15); and the relational-structura ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Unocal V
Union Oil Company of California, and its holding company Unocal Corporation, together known as Unocal was a major petroleum explorer and marketer in the late 19th century, through the 20th century, and into the early 21st century. It was headquartered in El Segundo, California, United States. Unocal was involved in domestic and global energy projects. Unocal was one of the key players in the CentGas consortium, which attempted to build the Trans-Afghanistan Pipeline to run from the Caspian area, through Afghanistan, to the Indian Ocean, at a time after the Taliban siege of Kabul in 1996. On August 10, 2005, Unocal merged its entire upstream petroleum business with Chevron and became a wholly-owned subsidiary. Unocal then ceased operations as an independent company, but continues to conduct many operations as Union Oil Company of California, a Chevron company. History The Union Oil Company of California was founded on October 17, 1890, in Santa Paula, California, by Lyman ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
