Time Warner-Paramount (B)

By Constance Bagley
1992 | Case No. CG1B
Addresses the legal and corporate governance aspects of the decision by the Board of Directors of Time, Inc. to abandon an agreement to merge with Warner Communications in a stock-for-stock deal, and instead to buy Warner for cash in a highly leveraged transaction designed to thwart a hostile tender offer for Time by Paramount Communications. Raises the issues of whether the board of directors of a publicly held corporation may appropriately pursue a strategy opposed by a majority of the shareholders, and whether a board of directors is obligated to abandon an in-place plan to corporate development in order to provide its shareholders the option to elect and realize an immediate control premium. Paramount is preparing to appeal a trial-court decision upholding the actions of the Time board.
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