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Unocal Corp. V. Mesa Petroleum Co.
''Unocal v. Mesa Petroleum Co.'', 493 A.2d 946 (Del. 1985) is a landmark decision of the Delaware Supreme Court on corporate defensive tactics against take-over bids. Until the ''Unocal'' decision in 1985, the Delaware courts had applied the business judgment rule, when appropriate, to takeover defenses, mergers, and sales. In ''Unocal'', the Court held that a board of directors may only try to prevent a take-over where it can be shown that there was a threat to corporate policy and the defensive measure adopted was proportional and reasonable given the nature of the threat. This requirement has become known as the ''Unocal'' test for board of directors (as later modified in '' Unitrin, Inc. v. American General Corp.'', which required the tactics to be "coercive" or "preclusive" before the court would step in). Background Facts Mesa Petroleum had made a front-end loaded two-tiered hostile bid for Unocal Corporation in which the front end was $54 in cash, and the back end of ... [...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] |
Union Oil Company Of California
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] |
Delaware State Case Law
Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west; Pennsylvania to its north; and New Jersey and the Atlantic Ocean to its east. The state takes its name from the adjacent Delaware Bay, in turn named after Thomas West, 3rd Baron De La Warr, an English nobleman and Virginia's first colonial governor. Delaware occupies the northeastern portion of the Delmarva Peninsula and some islands and territory within the Delaware River. It is the second-smallest and sixth-least populous state, but also the sixth-most densely populated. Delaware's largest city is Wilmington, while the state capital is Dover, the second-largest city in the state. The state is divided into three counties, having the lowest number of counties of any state; from north to south, they are New Castle County, Kent County, and Sussex County. While the southern two counties have historically been predominantly agricultural, New Castle is more ur ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Case Law
United may refer to: Places * United, Pennsylvania, an unincorporated community * United, West Virginia, an unincorporated community Arts and entertainment Films * ''United'' (2003 film), a Norwegian film * ''United'' (2011 film), a BBC Two film Literature * ''United!'' (novel), a 1973 children's novel by Michael Hardcastle Music * United (band), Japanese thrash metal band formed in 1981 Albums * ''United'' (Commodores album), 1986 * ''United'' (Dream Evil album), 2006 * ''United'' (Marvin Gaye and Tammi Terrell album), 1967 * ''United'' (Marian Gold album), 1996 * ''United'' (Phoenix album), 2000 * ''United'' (Woody Shaw album), 1981 Songs * "United" (Judas Priest song), 1980 * "United" (Prince Ital Joe and Marky Mark song), 1994 * "United" (Robbie Williams song), 2000 * "United", a song by Danish duo Nik & Jay featuring Lisa Rowe Television * ''United'' (TV series), a 1990 BBC Two documentary series * ''United!'', a soap opera that aired on BBC One from 1965-19 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Criterion Properties Plc V Stratford UK Properties LLC
''Criterion Properties plc v Stratford UK Properties LLC'' 004UKHL 28is a leading UK company law concerning takeover defences that a board of directors may employ to prevent a bidder buying shareholders' shares without the board's consent. It held that it is an improper use of a directors' power to frustrate a takeover bid through issuing a poison pill. For public companies, the case is superseded by Rule 21 of the City Code on Mergers and Takeovers, which prohibits any action that frustrates a takeover bid. Facts The former managing director (Aubrey Glasner) of Stratford UK (a subsidiary of Oaktree Capital Management LLC, a Delaware institutional money manager) had entered the company into a poison pill contract. If the managing director or the chairman (Rolf Nordstrum) left office, or if there was a takeover, the company would owe a crippling payment to a Criterion Properties through a put option. Criterion and Oaktree were in a joint venture. When the board of Stratford le ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Paramount V
Paramount (from the word ''paramount'' meaning "above all others") may refer to: Entertainment and music companies * Paramount Global, also known simply as Paramount, an American mass media company formerly known as ViacomCBS. The following businesses are historically linked to this company, but not all are related by current ownership. **Paramount+, an American streaming video service formerly known as CBS All Access **Paramount Animation, an animation studio and division of Paramount Pictures founded in 2011 **Paramount Communications, a company known as Gulf and Western Industries until 1989, acquired by Viacom in 1994 **Paramount Home Entertainment, a division of Paramount Pictures for home video distribution founded in 1976 **Paramount Network, a current cable network previously called TNN and Spike TV **Paramount Parks, a former subsidiary chain of theme parks ** Paramount Pictures, an American film studio, that serves as Paramount Global's namesake **Paramount Players, a con ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Revlon Moment
''Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.'', 506 A.2d 173 (Del. 1986), was a landmark decision of the Delaware Supreme Court on hostile takeovers. The Court declared that, in certain limited circumstances indicating that the "sale" or "break-up" of the company is inevitable, the fiduciary obligation of the directors of a target corporation are narrowed significantly, the singular responsibility of the board being to maximize immediate stockholder value by securing the highest price available. The role of the board of directors transforms from "defenders of the corporate bastion to auctioneers charged with getting the best price for the stockholders at a sale of the company."''Revlon'', 506 A.2d at 182. Accordingly, the board's actions are evaluated in a different frame of reference. In such a context, that conduct can not be judicially reviewed pursuant to the traditional business judgment rule, but instead will be scrutinized for reasonableness in relation to this discr ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Moran V
Moran may refer to: Places Antarctica * Moran Bluff, Marie Byrd Land * Moran Buttress, Marie Byrd Land * Moran Glacier, Alexander Island Asia * Moran Town, Assam, India * Moran, Israel, a kibbutz * Moran Hill, North Korea * Moran Station, a station of the Seoul Metropolitan Subway in Seongnam, South Korea North America * Moran, British Columbia, Canada, a railway point ** Moran Canyon (British Columbia), a natural feature on the Fraser River * Moran, Indiana, an unincorporated town * Moran, Kansas, a city * Moran, Ohio, a neighborhood of Streetsboro, Ohio * Moran, Texas, a city * Moran, Virginia, an unincorporated community * Moran, Wyoming, an unincorporated community * Moran Canyon (Wyoming) * Moran Creek (Minnesota) * Moran Creek (Hay Creek tributary), Montana * Moran Formation, Texas, a geologic formation * Moran Lake, British Columbia, Canada * Moran River, Michigan * Moran State Park, Washington * Moran Township, Michigan * Moran Township, Richland County, Nor ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Greenmail
Greenmail or greenmailing is the action of purchasing enough shares in a firm to challenge a firm's leadership with the threat of a hostile takeover to force the target company to buy the purchased shares back at a premium in order to prevent the potential takeover. The term is a financial neologism, coined in the 1980s, from ''blackmail'' and '' greenback'' as commentators and journalists saw the practice of corporate raiders as attempts by well-financed individuals, or their operating companies, to blackmail a company into handing over money by using the threat of a takeover. The greenmail strategy has evolved since its first practices with ways to counter greenmail, other variations of greenmail, as well as ways to reinforce a greenmail tactic. In the area of mergers and acquisitions, the greenmail payment is made in an attempt to stop the hostile takeover. Tactic Corporate raids occasionally aim to generate large amounts of money by hostile takeovers of large, often underval ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Revlon V
Revlon, Inc. is an American multinational company dealing in cosmetics, skin care, fragrance, and personal care. The headquarters of Revlon was established in New York City on March 1, 1932, where it still remains. Revlon was founded by brothers Charles and Joseph Revson, and chemist Charles Lachman. Revlon products are sold in 150 countries and the company has many global locations including Mexico City, London, Paris, Hong Kong, Indonesia, Sydney, Singapore, and Tokyo. On June 16, 2022, Revlon filed for Chapter 11 bankruptcy. History Founding and Charles Revson control (1932–1975) Revlon was founded in New York City on March 1, 1932, in the midst of the Great Depression, by Jewish American brothers Charles Revson and Joseph Revson along with a chemist, Charles Lachman, who contributed the "L" in the Revlon name. The three men started with one single product, a new type of nail enamel and pooled their resources to develop a unique manufacturing process. Using pigments inste ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
