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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 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, ... 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 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] [Amazon] |
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, c ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] [Amazon] |
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] [Amazon] |
Delaware State Case Law
Delaware ( ) is a U.S. state, state in the Mid-Atlantic (United States), Mid-Atlantic and South Atlantic states, South Atlantic regions of the United States. It borders Maryland to its south and west, Pennsylvania to its north, New Jersey to its northeast, and the Atlantic Ocean to its east. The state's name derives from the adjacent Delaware Bay, which in turn was named after Thomas West, 3rd Baron De La Warr, an English nobleman and the Colony of Virginia's first colonial-era governor. Delaware occupies the northeastern portion of the Delmarva Peninsula, and some islands and territory within the Delaware River. It is the List of U.S. states and territories by area, second-smallest and List of U.S. states and territories by population, sixth-least populous state, but also the List of U.S. states and territories by population density, sixth-most densely populated. Delaware's List of municipalities in Delaware, most populous city is Wilmington, Delaware, Wilmington, and the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] [Amazon] |
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 * ''The United'' (film), an unreleased Arabic-language 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 * "United (Who We Are)", a song by XO-IQ, featured in the television se ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] [Amazon] |
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 lea ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] [Amazon] |
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. **Paramount Pictures, an American film distributor and producer **Paramount Animation **Paramount+, an American streaming video service formerly known as CBS All Access *Paramount Records, American jazz and blues label Places *Paramount (Shanghai), a Chinese historical nightclub and dance hall *Paramount, California, U.S., a city in Los Angeles County *Paramount Building at 1501 Broadway, Manhattan, New York, U.S. *The Paramount at Buckhead, a residential skyscraper in Atlanta, Georgia, U.S. People *Paramount chief, the highest-level political leader in a region or country *Paramount leader, the highest leader in the People's Republic of China *Lord paramount, a lord who held his fief from no superior authority Other uses *Paramount, a difficulty level in ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] [Amazon] |
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] [Amazon] |
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 Coun ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] [Amazon] |
Greenmail
Greenmail or greenmailing is a financial maneuver where investors buy enough shares in a target company to threaten a hostile takeover, prompting the target company to buy back the shares at a premium to prevent the takeover. Corporate raids involve hostile takeovers of undervalued companies, sometimes through asset stripping or pressuring the sale of valuable assets like real estate. Greenmailers may offer to sell back their shares to the target company at a premium, resulting in losses for the company and its shareholders. The tactic was used by investors such as T. Boone Pickens and Sir James Goldsmith in the 1980s, who made profits by pressuring companies into repurchasing shares at a premium. For instance, Goldsmith's group acquired stakes in companies like St. Regis, prompting buybacks at a higher price and yielding substantial profits. Greenmail is a complex corporate strategy, but legal restrictions and counter-tactics, like imposing limits on formal bids and a 50% exci ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] [Amazon] |
Revlon V
Revlon, Inc. is an American multinational company dealing in cosmetics, skin care, perfume, and personal care. The headquarters of Revlon was established in New York City on March 1, 1932, where it 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. It was emerged from bankruptcy on May 2, 2023. 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 manuf ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] [Amazon] |
