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In re Pure Resources, Inc., Shareholders Litigation
Citation:
808 A.2d 421 (Del.Ch. 2002).Facts
In 2000, Unocal spun off its operations in Texas and New Mexico into a new subsidiary, Pure. Unocal owned 65.4% of Pure’s issued and outstanding stock. Several agreement between Pure and Unocal existed, importantly was Put Agreements with Pure managers which gave the managers a right to put their Pure stock to Unocal upon certain triggering events. There were also severance agreements.
In August 2002, Unocal decided to take Pure private and made a tender offer for the outstanding Pure shares. The bid was a 27% premium over the closing price and, after negotiations, Pure refused to raise its bid.
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