SmartBrief
0
Confirm favorite deletion?
Business Planning Keyed to Gevurtz
Paramount Communications, Inc. v. Time Incorporated
Citation:
571 A.2d 1140 (1989)Facts
Time Inc., a Delaware corporation with traditional business in publishing, had been considering expansion into the entertainment industry since the early 1980s. After extensive strategic planning and consideration of various entertainment companies, Time’s board determined that Warner Communications offered the best strategic fit. In March 1989, Time and Warner agreed to a stock-for-stock merger with carefully negotiated corporate governance provisions designed to preserve the “Time Culture” of journalistic integrity. The merger required approval by Warner’s shareholders under Delaware law and by Time’s shareholders under NYSE rules. Before the shareholder vote, Paramount made an unsolicited all-cash tender offer of $175 per share for Time on June 7, 1989, later raising it to $200 per share. Time’s board rejected both offers as inadequate and threatening to Time’s strategic objectives. To avoid a shareholder vote that might jeopardize the Warner merger, Time restructured the transaction from a stock-for-stock merger to an outright cash acquisition of Warner, which would require Time to take on substantial debt but would not require shareholder approval. Paramount and Time shareholders sued to enjoin the restructured transaction.
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.