|
Unitrin Inc V American General Corp.
''Unitrin, Inc. v. American General Corp.'', 651 A.2d 1361 (Del. 1995) is the leading case on a board of directors' ability to use defensive measures, such as poison pills or buybacks, to prevent a hostile takeover. The case demonstrates an approach to corporate governance that favors the primacy of the board of directors over the will of the shareholders. Background American General Corp. tendered an offer for a controlling block of shares of Unitrin. The board of directors of Unitrin, who held 23% of the shares, did not think the price offered was adequate and so initiated a poison pill and offered a buyback to increase their holdings to 28% of the total shares. The trial court found that the offer represented a threat of "substantive coercion", and based on the '' Unocal v. Mesa Petroleum'' test, the poison pill was reasonable but the repurchase was not. The issue before the Supreme Court of Delaware was whether the repurchasing was a reasonable reaction to American General' ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Supreme Court Of Delaware
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.Thomas Lee Hazen and Jerry W. Markham, ''Corporations and Other Business Enterprises'' (2003) Jurisdiction The Supreme Court has appellate jurisdiction over direct appeals from the Superior Court, Family Court, and Court of Chancery. Because it is the only appellate court in the state, its jurisdiction over appeals from final orders is mandatory. However, it has discretionary jurisdiction over appeals from interlocutory orders. The Court has original jurisdiction over writs of mandamus, prohibition, and certiorari. In addition, the Court regulates and has exclusive jurisdiction over matters concerning the admission and discipline of lawyers, the Lawyers' Fund for Client Protection, c ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Daniel L
Daniel commonly refers to: * Daniel (given name), a masculine given name and a surname * List of people named Daniel * List of people with surname Daniel * Daniel (biblical figure) * Book of Daniel, a biblical apocalypse, "an account of the activities and visions of Daniel" Daniel may also refer to: Arts and entertainment Literature * ''Daniel'' (Old English poem), an adaptation of the Book of Daniel * ''Daniel'', a 2006 novel by Richard Adams * ''Daniel'' (Mankell novel), 2007 Music * "Daniel" (Bat for Lashes song) (2009) * "Daniel" (Elton John song) (1973) * "Daniel", a song from '' Beautiful Creature'' by Juliana Hatfield * ''Daniel'' (album), a 2024 album by Real Estate Other arts and entertainment * ''Daniel'' (1983 film), by Sidney Lumet * ''Daniel'' (2019 film), a Danish film * Daniel (comics), a character in the ''Endless'' series Businesses * Daniel (department store), in the United Kingdom * H & R Daniel, a producer of English porcelain between 1827 and ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
John J
John is a common English name and surname: * John (given name) * John (surname) John may also refer to: New Testament Works * Gospel of John, a title often shortened to John * First Epistle of John, often shortened to 1 John * Second Epistle of John, often shortened to 2 John * Third Epistle of John, often shortened to 3 John People * John the Baptist (died ), regarded as a prophet and the forerunner of Jesus Christ * John the Apostle (died ), one of the twelve apostles of Jesus Christ * John the Evangelist, assigned author of the Fourth Gospel, once identified with the Apostle * John of Patmos, also known as John the Divine or John the Revelator, the author of the Book of Revelation, once identified with the Apostle * John the Presbyter, a figure either identified with or distinguished from the Apostle, the Evangelist and John of Patmos Other people with the given name Religious figures * John, father of Andrew the Apostle and Saint Peter * Pope John ( ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Henry R
Henry may refer to: People and fictional characters * Henry (given name), including lists of people and fictional characters * Henry (surname) * Henry, a stage name of François-Louis Henry (1786–1855), French baritone Arts and entertainment * ''Henry'' (2011 film), a Canadian short film * ''Henry'' (2015 film), a virtual reality film * '' Henry: Portrait of a Serial Killer'', a 1986 American crime film * ''Henry'' (comics), an American comic strip created in 1932 by Carl Anderson * "Henry", a song by New Riders of the Purple Sage Places Antarctica * Henry Bay, Wilkes Land Australia * Henry River (New South Wales) * Henry River (Western Australia) Canada * Henry Lake (Vancouver Island), British Columbia * Henry Lake (Halifax County), Nova Scotia * Henry Lake (District of Chester), Nova Scotia New Zealand * Lake Henry (New Zealand) * Henry River (New Zealand) United States * Henry, Illinois * Henry, Indiana * Henry, Nebraska * Henry, South Dakota * Henry Count ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Andrew G
Andrew is the English form of the given name, common in many countries. The word is derived from the , ''Andreas'', itself related to ''aner/andros'', "man" (as opposed to "woman"), thus meaning "manly" and, as consequence, "brave", "strong", "courageous", and "warrior". In the King James Bible, the Greek "Ἀνδρέας" is translated as Andrew. Popularity In the 1990s, it was among the top ten most popular names given to boys in List of countries where English is an official language, English-speaking countries. Australia In 2000, the name Andrew was the second most popular name in Australia after James. In 1999, it was the 19th most common name, while in 1940, it was the 31st most common name. Andrew was the first most popular name given to boys in the Northern Territory in 2003 to 2015 and continuing. In Victoria, Andrew was the first most popular name for a boy in the 1970s. Canada Andrew was the 20th most popular name chosen for male infants in 2005. Andrew was the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Board Of Directors
A board of directors is a governing body that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the ch ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Shareholder Rights Plan
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. In the field of mergers and acquisitions, shareholder rights plans were devised in the early 1980s to prevent takeover bids by limiting a shareholder's right to negotiate a price for the sale of shares directly. Typically, such a plan gives shareholders the right to buy more shares at a discount if one shareholder buys a certain percentage or more of the company's shares. The plan could be triggered, for instance, if any one shareholder buys 20% of the company's shares, at which point every other shareholder will have the right to buy a new issue of shares at a discount. If all other shareholders can buy more shares at a discount, such purchases would dilute the bidder's interest, and the bid cost would rise substantially. Knowing that such a plan could be activated, the bidder could be discouraged from taking over the corpor ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Share Repurchase
Share repurchase, also known as share buyback or stock buyback, is the reacquisition by a company of its own shares. It represents an alternate and more flexible way (relative to dividends) of returning money to shareholders. Repurchases allow stockholders to legally delay taxes which they would have been required to pay on dividends in the year the dividends are paid, to instead pay taxes on the capital gains they receive when they sell the stock, whose price is now proportionally higher because of the smaller number of shares outstanding. In most countries, a corporation can repurchase its own stock by distributing cash to existing shareholders in exchange for a fraction of the company's outstanding equity; that is, cash is exchanged for a reduction in the number of shares outstanding. The company either retires the repurchased shares or keeps them as treasury stock, available for reissuance. Under U.S. corporate law, there are six primary methods of stock repurchase: o ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Takeover
In business, a takeover is the purchase of one company (the ''target'') by another (the ''acquirer'' or ''bidder''). In the UK, the term refers to the acquisition of a public company whose shares are publicly listed, in contrast to the acquisition of a private company. Management of the target company may or may not agree with a proposed takeover, and this has resulted in the following takeover classifications: friendly, hostile, reverse or back-flip. Financing a takeover often involves loans or bond issues which may include junk bonds as well as a simple cash offer. It can also include shares in the new company. Takeover types Friendly takeover A ''friendly takeover'' is an acquisition which is approved by the management of the target company. Before a bidder makes an offer for another company, it usually first informs the company's board of directors. In a private company, because the shareholders and the board are usually the same people or closely connected with on ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporate Governance
Corporate governance refers to the mechanisms, processes, practices, and relations by which corporations are controlled and operated by their boards of directors, managers, shareholders, and stakeholders. Definitions "Corporate governance" may be defined, described or delineated in diverse ways, depending on the writer's purpose. Writers focused on a disciplinary interest or context (such as accounting, finance, corporate law law, or management) often adopt narrow definitions that appear purpose specific. Writers concerned with regulatory policy in relation to corporate governance practices often use broader structural descriptions. A broad (meta) definition that encompasses many adopted definitions is "Corporate governance describes the processes, structures, and mechanisms that influence the control and direction of corporations." This meta definition accommodates both the narrow definitions used in specific contexts and the broader descriptions that are often presented as au ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Unocal V
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. Unocal was involved in domestic and global energy projects. Unocal was one of the key players in the CentGas consortium, which attempted to build the Trans-Afghanistan Pipeline to run from the Caspian area, through Afghanistan, to the Indian Ocean, at a time after the Taliban siege of Kabul in 1996. On August 10, 2005, Unocal merged its entire upstream petroleum business with Chevron and became a wholly-owned subsidiary. Unocal then ceased operations as an independent company, but continues to conduct many operations as Union Oil Company of California, a Chevron company. History The Union Oil Company of California was founded on October 17, 1890, in Santa Paula, California, by Lyman ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
