Unocal Corp. v. Mesa Petroleum Co.

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Unocal Corp. v. Mesa Petroleum Co.
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493 A.2d 946 (Del. 1985) is a landmark decision of the Delaware Supreme Court on corporate defensive tactics against take-over bids. Until the Unocal decision in 1985, the Delaware courts had applied the business judgment rule, when appropriate, to takeover defenses, mergers, and sales. In Unocal, the Court held that a board of directors may only try to prevent a take-over where it can be shown that there was a threat to corporate policy and the defensive measure adopted was proportional and reasonable given the nature of the threat.

783353Unocal Corp. v. Mesa Petroleum Co. — Syllabusthe Delaware Supreme Court

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Opinion of the Court
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Supreme Court of Delaware

493 A.2d 946

UNOCAL CORPORATION, a Delaware corporation, Defendant Below, Appellant,  v.  MESA PETROLEUM CO., a Delaware corporation, MESA ASSET CO., a Delaware corporation, MESA EASTERN, INC., a Delaware corporation, and MESA PARTNERS II, a Texas partnership, Plaintiffs Below, Appellees

No. 152  Argued: May 16, 1985 --- Decided: June 10, 1985

A. Gilchrist Sparks, III (argued), and Kenneth J. Nachbar, of Morris, Nichols, Arsht & Tunnell, Wilmington; James R. Martin and Mitchell A. Karlan, of Gibson, Dunn & Crutcher, Los Angeles, California, Of Counsel; Paul, Hastings, Janofsky & Walker, Los Angeles, California, Of Counsel, for Appellant.

Charles F. Richards, Jr. (argued), Samuel A. Nolen, and Gregory P. Williams, of Richards, Layton & Finger, Wilmington, for Appellees.

McNeilly, Moore, Justices, and Taylor, Judge (Sitting by designation pursuant to Del. Const., Art. 4, § 12.)

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