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Unocal v. Mesa Petroleum (Del. 1985)
In this famous decision, the Delaware Supreme Court ruled that the board has the power to defend against hostile takeovers, even with discriminatory measures, and laid down the judicial standard of review for scrutinizing such defenses.
The most important things to look for are therefore the following questions, which you should think about as you read the case.
Questions:
1. What is the threat that the board is defending against?
2. Who is being protected?
3. What is the standard of review? How does it relate to our two old friends: the business judgment rule and entire fairness? If it is different, why?
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