Can a Bidder Qua Bidder Pursue Unocal Claims Against a Target Corporations Board of Directors?
J. Travis Laster, 53(3): 767–97 (May 1998) Although the issue of a potential acquiror’s standing to raise a breach of fiduciary duty claim under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and its progeny is frequently litigated, the fundamental question remains unresolved. Existing Delaware decisions rely on a problematic analytical framework and reach conflicting results. This Article attempts to answer the question by considering the nature and role of standing doctrine, reviewing the conflicting precedents, and discussing the conceptual problems with the competing results. The Article concludes by setting out the pragmatic solution that recent Delaware decisions have crafted sub silentio to permit potential acquirors to raise breach of fiduciary duty claims under certain circumstances. Breaking Up Is Hard to Do: Avoiding the Solvency-Related Pitfalls in Spinoff Transactions Richard M. Cieri, Lyle G. Ganske, and Heather Lennox, 54(2): 533–605 (Feb. 1999) This Artic
