A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover.
Union Oil Company of California, and its holding company Unocal Corporation, together known as Unocal was a major petroleum explorer and marketer in the late 19th century, through the 20th century, and into the early 21st century. It was headquartered in El Segundo, California, United States.
Gebhart v. Belton, 33 Del. Ch. 144, 87 A.2d 862, aff'd, 91 A.2d 137, was a case decided by the Delaware Court of Chancery in 1952 and affirmed by the Delaware Supreme Court in the same year. Gebhart was one of the five cases combined into Brown v. Board of Education, the 1954 decision of the United States Supreme Court which found unconstitutional racial segregation in United States public schools.
The business judgment rule is a case-law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation... are clothed with [the] presumption, which the law accords to them, of being [motivated] in their conduct by a bona fide regard for the interests of the corporation whose affairs the stockholders have committed to their charge". The rule exists in some form in most common law countries, including the United States, Canada, England and Wales, and Australia.
Phillips Petroleum Company was an American oil company incorporated in 1917 that expanded into petroleum refining, marketing and transportation, natural gas gathering and the chemicals sectors. It was Phillips Petroleum that first found oil in the North Sea on December 23, 1969, at a position that was later named Ekofisk.
The Delaware Supreme Court is the sole appellate court in the United States state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and acquisitions.
A Nevada corporation is a corporation incorporated under Chapter 78 of the Nevada Revised Statutes of the U.S. state of Nevada. It is significant in United States corporate law. Nevada, like Delaware, is well known as a state that offers a corporate haven. Many major corporations are incorporated in Nevada, particularly corporations whose headquarters are located in California and other Western states.
Hogg v Cramphorn Ltd [1967] Ch 254 is a famous UK company law case on director liability. The Court held that corporate directors who dilute the value of the stock in order to prevent a hostile takeover are breaching their fiduciary duty to the company.
Unocal v. Mesa Petroleum Co., 493 A.2d 946 is a landmark decision of the Delaware Supreme Court on corporate defensive tactics against take-over bids.
In United States corporation and business association law, a duty of care is part of the fiduciary duty owed to a corporation by its directors. The other aspects of fiduciary duty are a director's duty of loyalty and (possibly) duty of good faith.
Cheff v. Mathes, 199 A.2d 548, was a case in which the Delaware Supreme Court first addressed the issue of director conflict of interest in a corporate change of control setting. This case is the predecessor to future seminal corporate law cases including: Unocal Corp. v. Mesa Petroleum Co., Revlon v. MacAndrews, and Paramount v. Time.
INDOPCO, Inc. v. Commissioner, 503 U.S. 79 (1992), was a United States Supreme Court case in which the Court held that expenditures incurred by a target corporation in the course of a friendly takeover are nondeductible capital expenditures.
The Bull-dog Sauce Case is a Supreme Court of Japan case that resulted in a landmark decision regarding hostile takeover defense plans. The Court held that such plans do not necessarily violate the principle of shareholder equality under Japanese statutes, even if they result in discriminatory treatment some shareholders; however, such decisions must be made by shareholders themselves, acting in the company's best interest; they cannot be made by management to protect itself. The Bull-dog Sauce case arose from the first use of a poison pill by a Japanese company, and resulted in the Supreme Court's first ruling on the subject of takeover defenses.
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has attempted to do the same. Twenty-four states follow the Model Business Corporation Act, while New York and California are important due to their size.
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173, was a landmark decision of the Delaware Supreme Court on hostile takeovers.
In Paramount Communications, Inc. v. QVC Network, Inc., 637 A.2d 34, the Delaware Supreme Court clarified the type of transaction that triggers Revlon duties.
Lacos Land Co v Arden Group, Inc, 517 A 2d 271 is a US corporate law case, concerning coercive tactics by a board of directors in pursuing charter amendments.
Moran v. Household International, Inc., 500 A.2d 1346 is a decision of the Delaware Supreme Court that upheld a shareholder rights plan as a legitimate exercise of business judgment by Household International's board of directors. Moran is significant as the first case in which a U.S. state court upheld a shareholder rights plan.
Paramount Communications, Inc. v. Time Inc., C.A. Nos. 10866, 10670, 10935 (Consol.), 1989 Del. Ch. LEXIS 77, Fed. Sec. L. Rep. (CCH) ¶ 94, 514, aff'd, 571 A.2d 1140, is a U.S. corporate law case from Delaware, concerning defensive measures in the mergers and acquisitions context. The Delaware Court of Chancery and the Supreme Court of Delaware upheld the use of defensive measures to advance the long-term goals of the target corporation, where the corporation was not in "Revlon mode".
Corebridge Financial is an American multinational financial services company. It provides annuities, life insurance, asset management, retirement solutions, and other services. Corebridge was formed after AIG performed a spin-off on the company via an IPO in 2022.
