SmartBrief
0
Confirm favorite deletion?
Business Organizations Keyed to Chasalow, 3rd Ed.
Unocal Corporation v. Mesa Petroleum Co.
Citation:
493 A.2d 946 (1985)Facts
On April 8, 1985, Mesa Petroleum, led by T. Boone Pickens, commenced a two-tier “front-loaded” cash tender offer for 64 million shares (37%) of Unocal’s stock at $54 per share. The second tier would force remaining shareholders to accept junk bonds allegedly worth $54 per share. Unocal’s board, consisting of eight independent outside directors and six insiders, met on April 13 to consider the offer. After a nine-and-a-half hour meeting with presentations from legal counsel and financial advisors, the board determined that Mesa’s offer was inadequate and coercive. On April 15, after further deliberation, Unocal’s board unanimously approved a self-tender exchange offer for 49% of its shares at $72 per share in senior debt securities, explicitly excluding Mesa from participating. The board reasoned that including Mesa would effectively finance Mesa’s inadequate offer and defeat the purpose of protecting shareholders from the coercive two-tier offer.
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.
- 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.