The principal evidence that a contract between Pensoil and Getty Oil was formed, is the fact that Gordon Getty and XXXXX XXXXX, who each signed the MOA on behalf of Getty Oil controlled, between them, a majority of outstanding shares in the corporation.
Thus, later ratification by the board of directors was a mere formality, since the controlling shares of the corporation had already approved the deal in advance.
Additionally, the board authorized its executive compensation committee to give "golden parachutes" (generous termination benefits) to the top executives whose positions "were likely to be affected" by the change in management. There was evidence that during another brief recess of the board meeting, the counter-offer of $110 plus a $5 stub was presented to and accepted by Pennzoil. After Pennzoil's acceptance was conveyed to the Getty board, the meeting was adjourned, and most board members left town for their respective homes.
Thus, the evidence plainly shows that the Getty Oil board did in fact ratify the MOA.
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