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Glassman v. Unocal Exploration Corp.

Delaware Supreme Court
777 A.2d 242 (Del. Supr. 2001)



Unocal Corporation (UC) owned 96 percent of Unocal Exploration Corporation (UXC) (defendants) and decided to eliminate the UXC minority to save the company money. The Delaware statute on short-form mergers provided the following: “In any case in which at least 90 percent of the outstanding shares of each class of the stock of a corporation is owned by another corporation, the corporation having such stock ownership may merge the other corporation into itself by executing, acknowledging and filing . . . a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors to so merge and the date of the adoption.” Glassman, et al. (plaintiffs) filed a class action lawsuit, asserting that UC and its directors breached their fiduciary duty of entire fairness to UXC’s stockholders. The Delaware Court of Chancery found in favor of the defendants. The plaintiffs appealed.

Rule of Law


Holding and Reasoning (Berger, J.)

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