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Unocal Corp. v. Mesa Petroleum Co.
''Unocal v. Mesa Petroleum Co.'', 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.〔See Ross W. Wooten, Comment, Restructurings During a Hostile Takeover: Directors' Discretion or Shareholders' Choice?, 35 Hous. L. Rev. 505, 508-10 (1998) (discussing how Delaware courts have changed the manner by which they review hostile takeover defenses, and indicating that after the Unocal decision, the protection of shareholders is favored over total director discretion).〕
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.
This requirement has become known as the ''Unocal'' test for board of directors (as later modified in ''Unitrin, Inc. v. American General Corp.'', which required the tactics to be "coercive" or "preclusive" before the court would step in).
==Background==
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』
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