Paramount Communications Inc. v. QVC Network Inc.
Delaware Supreme Court
637 A.2d 34 (Del. 1994)
Relevant factsFree
Paramount's original and amended merger agreements with Viacom retained a no-shop clause, a $100 million termination fee, and a stock-option provision letting Viacom buy roughly 19.9% of Paramount stock if the deal failed, even as QVC repeatedly matched and exceeded Viacom's per-share offers; the Paramount board ultimately favored the Viacom deal without modifying these defensive measures despite QVC's persistently higher bids.
IssueFree
Whether a no-shop provision in a merger agreement between two corporations may define or limit the fiduciary duties of the directors of one or both of the corporations.
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