Tuesday, February 15, 2011
Download it, get a cup of coffee, close the door, and start reading this primer on the pill, Unocal, and "just say no" defense. Spoiler alert: Airgas wins and Air Products drops its bid and moves on. So, looks like no appeal in the works.
This opinion is a very thorough primer on the Unocal and takeover defenses. I expect it will quickly make its way into casebooks. Chandler makes it clear early on that he doesn't believe inadequate price is a threat, but that the Supreme Court in its wisdom has decided that inadequate price is a legally cognizable threat, so there isn't much more he can do.
There's a whole other post to be written on what Kraakman and Gilson really meant by "substantive coercion" in their paper on the Unocal intermediate standard and what half lessons the Delaware Supreme Court took from that paper, but I'll leave that for another day. For the time being, substantive coercion - my stockholders are too stupid to know what's good for them - survives. And Interco, well, Interco remains bypassed like an intellectually interesting sideshow.
Anyway, Chandler notes that "Just Say No" isn't "Just Say Never". It's just "Just Say No" for a really long time. I'll have to give this a longer more detailed read and will likely post more later. In the meantime, download and enjoy!