The Decision to Defend the Company
Learn about the enhanced scrutiny courts apply when evaluating a target board’s decision to implement defensive devices to block a hostile takeover.
Transcript
A board’s decision to defend a company against a hostile takeover involves a complex interplay of legal, strategic, and fiduciary considerations. The target board’s fiduciary duties play a central role in guiding these decisions. The landmark case that provides a framework for evaluating these duties is Unocal Corporation v. Mesa Petroleum Company, 493 A.2d 946 (Del. 1985).
I. Unocal Background
In the Unocal case, Mesa Petroleum Company made a two-tiered front-loaded cash tender offer for 37...