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In re Pure Resources, Inc. Shareholder Litigation

Delaware Court of Chancery
808 A.2d 421 (Del. Ch. 2002)


Unocal owned 65 percent of the shares of Pure Resources, Inc. (Pure). Unocal made a tender offer for the remaining 35 percent. Unocal promised in the offer to consummate a prompt short-form merger, and Unocal did not make any retributive threats to the minority stockholders. The offer also contained a non-waivable condition that stated that the offer was only valid if a majority of the remaining minority 35 percent of shares were tendered. However, the offer included Unocal directors in the definition of minority stockholders. Certain Pure shareholders (plaintiffs) brought suit in the Delaware Court of Chancery to enjoin the transaction and argued that the entire fairness standard should apply to the court’s analysis. The plaintiffs filed a motion for a preliminary injunction. Unocal argued that the entire fairness standard did not apply, because that standard was only applicable to a negotiated merger and not applicable to a tender offer. The plaintiffs moved for a preliminary injunction.

Rule of Law


Holding and Reasoning (Strine, J.)

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