In Re Unocal Exploration Corp. Shareholders Litigation

OPINION

LAMB, Vice Chancellor.

I. INTRODUCTION

The plaintiff stockholders in this class action lawsuit allege breaches of fiduciary duty and violations of Sections 11, 12 and 15 of the Securities Act of 1933 in connection with the May 2, 1992 short-form merger of Unocal Exploration Corporation (“UXC”) into Unocal Corporation. Trial in this matter was held November 8-10,1999. The parties submitted post-trial briefs and presented oral arguments on April 7, 2000. This is the court’s post-trial decision.

Section 253 of the Delaware General Corporation Law (the “DGCL”) allows a corporate parent…