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Business Associations Keyed to Hwang, 3rd Ed.
Unocal Corporation v. Mesa Petroleum Co.
Citation:
493 A.2d 946 (1985)Facts
Mesa Petroleum, controlled by T. Boone Pickens Jr., owned approximately thirteen percent of Unocal’s stock and commenced a two-tier front-loaded cash tender offer for sixty-four million shares at fifty-four dollars per share. The back-end merger would exchange highly subordinated securities for remaining shares. Unocal’s board, consisting of eight independent outside directors and six insiders, met for nine and one-half hours on April 13, 1985. After presentations from legal counsel and financial advisors Goldman Sachs and Dillon Read, the board concluded Mesa’s offer was grossly inadequate, with Unocal’s actual value exceeding sixty dollars per share. The board approved a selective self-tender exchange offer at seventy-two dollars per share for forty-nine percent of outstanding shares, specifically excluding Mesa from participation to protect other shareholders from the coercive two-tier offer.
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