A Comment Upon Unocal at 20

Abstract

Sparks's commentary on Professor Bainbridge's Unocal at 20 article endorses Bainbridge's conclusions and offers a brief explanation as to the practical consequences of Unocal. Because the target board of directors is in the best position to act on behalf of the target corporation's disaggregated shareholders, Unocal correctly vests these directors with the adequate power to protect these shareholders. Sparks also agrees that the review process struck by Unocal precisely balances the potential risk that a board may exercise its defensive powers for reasons other than shareholder interest. He concludes with his approval of Bainbridge's analysis and adds that by emphasizing the importance of having a majority of independent directors, Unocal provided an early impetus for board reform that has since been addressed under Sarbanes-Oxley.

Keywords: Delaware, journal, corporate, law, Unocal, at 20