Unocal Corp. v. Mesa Petroleum Co.

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Unocal v. Mesa Petroleum, 493 A.2d 946 (Del. 1985) is a leading decision of the Delaware Supreme Court on corporate defensive tactics against take-over bids. The Court held that a board of directors may only try to prevent a take-over where it can be shown that there was a threat to corporate policy and the tactic used was proportional and reasonable given the nature of the threat. This requirement has become known as the unocal test for board of directors.

The test was later modified in Unitrin v. American General, which required the tactics to be "coercive" or "preclusive" before the court would step in.