Open Access. Powered by Scholars. Published by Universities.®
Supreme Court of the United States Commons™
Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Banks (1)
- Business judgment (1)
- Commercial speech (1)
- Corporation law (1)
- Corporations (1)
-
- Delaware Supreme Court (1)
- Discriminatory tender offer (1)
- First National Bank of Boston v. Bellotti (1)
- Freedom of speech (1)
- Lollipop defense (1)
- Massachusetts (1)
- Mesa Petroleum Company (1)
- SEC (1)
- Schreiber (1)
- Section 14(e) of the Williams Act (1)
- Securities law (1)
- Shareholders (1)
- State law (1)
- Takeovers (1)
- Tender offer defenses (1)
- United States Supreme Court (1)
- Unocal Corporation (1)
- Publication
Articles 1 - 2 of 2
Full-Text Articles in Supreme Court of the United States
Free Speech And Corporate Freedom: A Comment On First National Bank Of Boston V. Bellotti, Carl E. Schneider
Free Speech And Corporate Freedom: A Comment On First National Bank Of Boston V. Bellotti, Carl E. Schneider
Articles
The corporation was born in chains but is everywhere free. That freedom was recently affirmed by the United States Supreme Court in First National Bank of Boston v. Bellotti. In Bellotti, the Court overturned a Massachusetts criminal statute forbidding banks and business corporations to make expenditures intended to influence referenda concerning issues not "materially affecting" the corporation's "property, business, or assets." In doing so, the Court confirmed its discovery that commercial speech is not unprotected by the first amendment and announced a novel doctrine that corporate speech is not unprotected by the first amendment. Although several years have …
Of Lollipops And Law -- A Proposal For A National Policy Concerning Tender Offer Defenses, Ted J. Fiflis
Of Lollipops And Law -- A Proposal For A National Policy Concerning Tender Offer Defenses, Ted J. Fiflis
Publications
Early last year, Mesa Petroleum Company made a tender offer for shares of Unocal Corporation in an effort to take over Unocal. Unocal responded by using the "lollipop" defense, which is a discriminatory issuer self-tender offer. Unocal's use of this defense resulted in huge economic losses to many of Unocal's small shareholders who were not knowledgeable about the ramifications of their participation or non-participation in the tender offer. The Delaware Supreme Court upheld Unocal's use of this defense as an appropriate exercise of business judgment. A federal district court in California refused to strike down the lollipop under federal law …