The New Unocal

American corporate law has remained remarkably stable for decades. The stakeholder movement of recent years has unleashed extensive discussions about environmental, social, and corporate governance (“ESG”); corporate purpose; diversity; and benefit corporations. Yet change in actual legal rules has been slow to appear. Against that backdrop, two Delaware decisions of the 2020s suggest a significant adaptation in a more traditional part of corporate law. These decisions reinterpret key aspects of Unocal Corp. v. Mesa Petroleum Co., a foundational case in the current corporate law paradigm. The first is the absorption into Unocal of what has been the separate (and more intense) Blasius Industries, Inc. v. Atlas Corp. standard of review of director acts impeding shareholder voting. The second is the narrowing of several Unocal elements that increase the likelihood that some director governance decisions, such as implementing or declining to redeem a poison pill, will fail judicial review. This Article examines the corporate law template that gave rise to Unocal and other standards of review, the changes in that template evidenced by recent Delaware decisions, and how these changes reflect a reshaped role for shareholders in the face of recent technological innovations and market changes.