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Business Organizations Keyed to Sjostrom
Unocal Corp. v. Mesa Petroleum
Citation:
493 A.2d 946 (Del. 1985)Facts
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. Unocal’s board consists of eight independent outside directors and six insiders. Mr. Sachs presented various defensive strategies available to the board if it concluded that Mesa’s two-step tender offer was inadequate and should be opposed. Unocal’s Vice President and its assistant general counsel made a detailed presentation of the proposed terms of the exchange offer. The directors ultimately agreed upon $72. The board’s decisions were made in reliance on the advice of its investment bankers. Based upon this advice, and the board’s own deliberations, the directors unanimously approved the exchange offer. Unocal’s exchange offer was commenced on April, 1985, and Mesa promptly challenging it by filing this suit.
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