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Business Associations Keyed to Bainbridge
Unocal Corporation v. Mesa Petroleum Co.
Citation:
493 A.2d 946 (Del.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.
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- 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 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. It met to consider the Mesa tender offer. Detailed presentations were made by legal counsel regarding the board’s obligations and the board received a presentation from Goldman Sachs discussing the bases for their opinions that the Mesa proposal was wholly inadequate. Sachs also presented various defensive strategies. One of the devices was a self-tender by Unocal for its own stock with a reasonable price range of $70 to $75 per share. The eight outside directors unanimously agreed to advise the board that it should reject Mesa’s tender offer as inadequate and that Unocal should pursue a self-tender to provide the stockholders with a fairly priced alternative to the Mesa proposal.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
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- Policy: Identifies the Policy if any that has been established by the case.
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