Confirm favorite deletion?
Business Organizations Keyed to Cox
Unocal Corp. v. Mesa Petroleum Co.
Citation:493 A.2d 946 (1985)
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.
Only StudyBuddy Pro offers the complete Case Brief Anatomy*
Access the most important case brief elements for optimal case understanding.
*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.
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.