- Paramount wanted to merge with Viacom. QVC made a hostile bid, but Paramount gave Viacom advantages as its favored bidder (no-shop, termination fee, etc.)
- Paramount argues that Revlon does not attach because a breakup of the corporate entity is required.
- The court says that Revlon is triggered when a board enters into a merger transaction that will cause a change in corporate control, initiates an active bidding process seeking to sell the corporation, or makes a breakup of the corporate entity inevitable.
- The court held that there was a sale or change of control in this case, because the majority of the corporation’s voting stock was transferred from the fluid market into the hands of a single person or a cohesive group acting together.
- It matters because it shifts all the voting powers from the diffuse group to the single person or controlling group.
- Under Unocal, Revlon,
and Macmillan, the board’s actions fail the enhanced
Friday, October 12, 2012
Paramount Communications, Inc. v. QVC Network, Inc. case brief
Paramount Communications, Inc. v. QVC Network, Inc. (Del. 1994)
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