Paramount Communications, Inc. v. Time Incorporated
Delaware Supreme Court
571 A.2d 1140 (Del. 1989)
Relevant factsFree
After Time's board approved a stock-for-stock merger with Warner, Paramount launched escalating all-cash tender offers up to $200 per share for Time, prompting Time's board, having already fully investigated Paramount as a merger candidate and rejected it, to restructure the Warner deal into an all-cash and securities acquisition to preserve its original strategic goal and protect Time's distinct corporate culture from the perceived threats posed by Paramount's offer.
IssueFree
Whether a board of directors may enter into a transaction in order to defeat a perceived non-economic threat to the corporation's business.
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