Assume that despite the defenses WCC continues to pursue the acquisition of CC. Its

proposed price has gone up to $57 per share. DD has long since dropped out of any discussion

of a combination with CC but Jackie does not want to sell CC to WCC. While she dislikes

Chunky, she truly believes that CC has a stronger future as an independent company than as part

of WCC. She then starts her own tender offer for all of the shares of CC that her family does not

own @ $60 cash per share. WCC responds by offering all cash for $61 per share for 51% of CC

with a second-tier merger that would cash out the remaining shares @ $61 dollars per share

made up of $30 in cash, $20 in a subordinated promissory note and $11 worth of WCC's Class

A, non-voting preferred shares.

Seltzer approaches you yet again concerning the expected standard that a court would

utilize in reviewing the situation. You tell him that the court would use:

a.

the business judgment rule for the redemption of the pill and Unocal enhanced

scrutiny for the tender offer.

b.

the business judgment rule for both.

c.

Revlon maximization followed by a Unocal evaluation of the competing offers.

d

none of the above. If you choose this answer, explain why in no more than 45

words.