The Life and Adventures of Unocal - Part I: Moore the Marrier

Abstract

The Unocal case is without question the most important Corporations case in the last generation. The Unocal standard has been central to every takeover case since the mid-1980s and is the basis for most of the significant Corporations cases today. The Life and Adventures of Unocal takes a wholly different approach from other Unocal law review articles because it looks at a wholly different dimension of the Unocal problem. Unocal is, in its purest form, a conversation among the dozen most sophisticated Corporation law judges about the appropriate allocation of corporate power between directors, shareholders, and judges. The article focuses on Unocal as conversation rather than on Unocal as doctrine. As a result of this conversation, Unocal has, indeed, taken on a life of its own and this article tells its story. This article is the first of two parts. It takes Unocal from its birth in 1985 through the watershed decision in Paramount v. Time in 1990. Much of the story is the effort of Justice Moore to amalgamate two doctrines into a third, hence the subtitle, Moore the Marrier.

JEL Classification: G34, L51