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Corporations Keyed to Hazen
Paramount Communications, Inc. v. Time Inc.
Citation:
571 A.2d 1140 (Del. 1989)Facts
In 1983, Time’s executive board began considering expanding Time’s operations into the entertainment industry. In 1987, Time established a special committee of executives to consider and propose corporate strategies. Gerald M. Levin, Time’s vice chairman and chief strategist, wrote J. Richard Munro, Time’s CEO, a confidential memorandum in which he strongly recommended a strategic consolidation with Warner. Without any definitive decision on choice of a company, Time’s board approved in principle a strategic plan for Time’s expansion. On March 3, 1989, Time’s board with all but one director in attendance, met and unanimously approved the stock-for-stock merger with Warner. Warner’s board likewise approved the merger. The agreement called for Warner to be merged into a wholly-owned Time subsidiary with Warner becoming the surviving corporation. Plaintiffs contend that Time’s directors triggered Revlon duties by foreclosing their shareholders from any prospect of obtaining a control premium.
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