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Corporations Keyed to Hazen
Paramount Communications, Inc. v. Time Inc.
Citation:571 A.2d 1140 (Del. 1989)
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- 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. Review the Facts of this case here:
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.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
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- 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.