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Corporations Keyed to O’Kelley
Glassman v. Unocal Exploration Corp.
Citation:777 A.2d 242 (2001)
At the time of the merger at issue, Unocal Corporation owned 96% of the stock of Unocal Exploration Corporation (UXC). In December 1991 the boards of Unocal and UXC appointed special committees to consider a possible merger. The UXC committee consisted of three directors, who although also directors of Unocal, were not officers or employees of the parent company. The UXC committee retained financial and legal advisors and met four times before agreeing to a merger exchange ratio of .54 shares of Unocal stock for each share of UXC. They announced the merger on February 24, 1992 and the notice of merger stated the terms and advised the former UXC stockholders of their appraisal rights. Plaintiffs filed this action, asserting that Unocal and its directors breached their fiduciary duties of entire fairness and full disclosure.
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