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Corporations Keyed to Rhee
Paramount Communications, Inc. v. QVC Network Inc.
Citation:
637 A.2d 34 (Del.1994)Facts
Beginning in the late 1980s, Paramount investigated the possibility of acquiring or merging with other companies in the entertainment, media, or communications industry. On September, 1993, the Paramount Board met and approved the merger agreement with Viacom, Inc. The agreement contained several provisions designed to make it more difficult for a potential competing bid to succeed. They included the no-shop provision, the termination fee, and the stock option agreement. After the execution of the agreement, Paramount and Viacom announced their proposed merger. Despite the attempts to discourage a competing bid, Paramount received a proposal in which QVC would acquire Paramount. The Paramount board, however, advised that the original merger agreement prohibited Paramount from having discussions with QVC.
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