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Unocal Corp. v. Mesa Petroleum Co.
Citation:
493 A.2d 946 (1985)Only StudyBuddy Pro offers the complete Case Brief Anatomy*
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*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
- Case Doctrines, Acts, Statutes, Amendments and Treatises: Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
On April 8, 1985, Mesa, the owner of approximately 13% of Unocal’s stock, commenced a two-tier front loaded cash tender offer for 64 million shares of Unocal’s outstanding stock at a price of $54 per share. Mesa issued a supplemental proxy statement to Unocal’s stockholders disclosing that the securities offered in the second-step merger would be highly subordinated, and that Unocal’s capitalization would differ significantly from its present structure. The Unocal’s board unanimously adopted a resolution rejecting as grossly inadequate Mesa’s tender offer. Legal counsel advised that Mesa could only be excluded for what the directors reasonably believed to be a valid corporate purpose. The directors’ discussion centered on the objective of adequately compensating shareholders at the back-end of Mesa’s proposal, which the latter would finance with junk bonds.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
- Holding: Shares the Court's answer to the legal questions raised in the issue.
- Concurring / Dissenting Opinions: Includes valuable concurring or dissenting opinions and their key points.
- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
- Policy: Identifies the Policy if any that has been established by the case.
- Court Direction: Shares where the Court went from here for this case.
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