SmartBrief
0
Confirm favorite deletion?
Corporations Keyed to O’Kelley
Paramount Communications, Inc. v. QVC Network Inc.
Citation:
637 A.2d 34 (1994)Facts
This action arises out of a proposed acquisition of Paramount by Viacom through a tender offer followed by a second-step merger and a competing unsolicited tender offer by QVC. On September 12, 1993, the Paramount Board met and unanimously approved the original merger agreement whereby Paramount would merge with and into Viacom. The terms provided that each share of Paramount common stock would be converted into .10 shares of Viacom Class A voting stock, 0.9 shares of Viacom Class B nonvoting stock, and $9.10 in cash. In addition, the Paramount board agreed to amend its poison pill rights agreement to exempt the proposed merger with Viacom. The original merger agreement also contained several provisions designed to make it more difficult for a potential competing bid to succeed. In October 21, 1993, QVC publicly announced an $80 cash tender offer for 51 percent of Paramount’s outstanding shares. At the board meeting, the Paramount Board determined that the QVC offer was not in the best interests of the stockholders. The purported basis for this conclusion was that QVC’s bid was excessively conditional.
Only StudyBuddy Pro offers the complete Case Brief Anatomy*
Access the most important case brief elements for optimal case understanding.
*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
Topic:
Identifies the topic of law and where this case fits within your course outline.Parties:
Identifies the cast of characters involved in the case.Procedural Posture & History:
Shares the case history with how lower courts have ruled on the matter.Case Key Terms, Acts, Doctrines, etc.:
A case specific Legal Term Dictionary.Case Doctrines, Acts, Statutes, Amendments and Treatises:
Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
Brief Facts:
A Synopsis of the Facts of the case.Rule of Law:
Identifies the Legal Principle the Court used in deciding the case.Facts:
What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case.Issue(s):
Lists the Questions of Law that are raised by the Facts of the case.Holding:
Shares the Court's answer to the legal questions raised in the issue.Concurring / Dissenting Opinions:
Includes valuable concurring or dissenting opinions and their key points.Reasoning and Analysis:
Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
Policy:
Identifies the Policy if any that has been established by the case.Court Direction:
Shares where the Court went from here for this case.
Topic Resources
2m 27s