| 翻訳と辞書 |
| Unitrin, Inc. v. American General Corp. ： ウィキペディア英語版 |
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.
==Facts==
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's threat.
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』
■ウィキペディアで「Unitrin, Inc. v. American General Corp.」の詳細全文を読む
スポンサード リンク
| 翻訳と辞書 : 翻訳のためのインターネットリソース |
Copyright(C) kotoba.ne.jp 1997-2016. All Rights Reserved.
|
|