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Paramount V. QVC
In ''Paramount Communications, Inc. v. QVC Network, Inc.'', 637 A.2d 34 (Del. 1994), the Delaware Supreme Court clarified the type of transaction that triggers ''Revlon'' duties. Facts This case, an appeal from a decision of the Delaware Chancery Court, involved a proposed merger between Viacom and Paramount Communications; as part of the merger agreement, Paramount agreed to an array of defensive measures, including a no-shop provision, $100 million termination fee and a lock-up option on approximately 20% of Paramount’s common stock. However, QVC intervened with its own, facially more generous merger proposal, conditioned on cancellation of the defensive measures. The Paramount board refused to conduct a formal bidding process with QVC on the grounds that it would be inconsistent with its contractual obligations to Viacom. The court found that, Holding ;''Revlon'' triggers :When a corporation undertakes a transaction which will cause (a) a change in corporate control, o ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Supreme Court Of Delaware
The Delaware Supreme Court is the sole appellate court in the United States state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and acquisitions.Thomas Lee Hazen and Jerry W. Markham, ''Corporations and Other Business Enterprises'' (2003) Jurisdiction The Supreme Court has appellate jurisdiction over direct appeals from the Superior Court, Family Court, and Court of Chancery. Because it is the only appellate court in the state, its jurisdiction over appeals from final orders is mandatory. However, it has discretionary jurisdiction over appeals from interlocutory orders. The Court has original jurisdiction over writs of mandamus, prohibition, and certiorari. In addition, the Court regulates and has exclusive jurisdiction over matters concerning the admission and discipline of lawyers, the Lawyers' Fund for Client Protection ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Buchwald V
Buchwald is a German and Jewish surname. Notable people with the surname include: *Art Buchwald (1925–2007), American humorist * Charles Buchwald (1880–1951), Danish amateur footballer * Dave Buchwald (born 1970), Computer hacker, filmmaker, artist *David Buchwald (born 1970), American politician * Dedra Buchwald, American epidemiologist, doctor, and professor *Ephraim Buchwald, American Orthodox rabbi *Gerhard Buchwald (1920–2009), German medical doctor and vaccination critic *Guido Buchwald (born 1961), German footballer and manager * Harold Buchwald (1928–2008), Canadian lawyer *Jed Buchwald, American historian *Manuel Buchwald (born 1940), Peruvian-Canadian geneticist and academic *Naomi Reice Buchwald Naomi Lynn Reice Buchwald (born February 14, 1944) is a senior United States district judge of the United States District Court for the Southern District of New York. Personal Naomi Reice was born in 1944 in Kingston, New York, to Mr. and Mrs. ... (born 1944), America ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Paramount Global
Paramount Global (doing business as Paramount) is an American multinational mass media and entertainment conglomerate owned and operated by National Amusements (79.4%) and headquartered at One Astor Plaza in Midtown Manhattan, New York. It was formed on December 4, 2019, as ViacomCBS Inc. through the re-merger of the second incarnation of CBS Corporation and the second incarnation of Viacom (which were split from the original incarnation of Viacom in 2006). On February 16, 2022, during its Q4 earnings presentation, the company announced that it would change its name to Paramount Global. Paramount's main properties include the namesake Paramount Pictures film and television studio, the CBS Entertainment Group (consisting of the CBS and The CW television networks, television stations, and other CBS-branded assets), media networks (consisting of U.S.-based cable television networks including MTV, Nickelodeon, BET, Comedy Central, VH1, CMT, Paramount Network and Showti ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
1994 In Delaware
File:1994 Events Collage.png, From left, clockwise: The 1994 Winter Olympics are held in Lillehammer, Norway; The Kaiser Permanente building after the 1994 Northridge earthquake; A model of the MS Estonia, which sank in the Baltic Sea; Nelson Mandela casts his vote in the 1994 South African general election, in which he was elected South Africa's first president, and which effectively brought Apartheid to an end; NAFTA, which was signed in 1992, comes into effect in Canada, the United States, and Mexico; The first passenger rail service to utilize the newly-opened Channel tunnel; The 1994 FIFA World Cup is held in the United States; Skulls from the Rwandan genocide, in which over half a million Tutsi people were massacred by Hutus., 300x300px, thumb rect 0 0 200 200 1994 Winter Olympics rect 200 0 400 200 Northridge earthquake rect 400 0 600 200 Sinking of the MS Estonia rect 0 200 300 400 Rwandan genocide rect 300 200 600 400 Nelson Mandela rect 0 400 200 600 1994 FIFA World C ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
1994 In United States Case Law
File:1994 Events Collage.png, From left, clockwise: The 1994 Winter Olympics are held in Lillehammer, Norway; The Kaiser Permanente building after the 1994 Northridge earthquake; A model of the MS Estonia, which sank in the Baltic Sea; Nelson Mandela casts his vote in the 1994 South African general election, in which he was elected South Africa's first president, and which effectively brought Apartheid to an end; NAFTA, which was signed in 1992, comes into effect in Canada, the United States, and Mexico; The first passenger rail service to utilize the newly-opened Channel tunnel; The 1994 FIFA World Cup is held in the United States; Skulls from the Rwandan genocide, in which over half a million Tutsi people were massacred by Hutus., 300x300px, thumb rect 0 0 200 200 1994 Winter Olympics rect 200 0 400 200 Northridge earthquake rect 400 0 600 200 Sinking of the MS Estonia rect 0 200 300 400 Rwandan genocide rect 300 200 600 400 Nelson Mandela rect 0 400 200 600 1994 FIFA World Cup ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware State Case Law
Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west; Pennsylvania to its north; and New Jersey and the Atlantic Ocean to its east. The state takes its name from the adjacent Delaware Bay, in turn named after Thomas West, 3rd Baron De La Warr, an English nobleman and Virginia's first colonial governor. Delaware occupies the northeastern portion of the Delmarva Peninsula and some islands and territory within the Delaware River. It is the second-smallest and sixth-least populous state, but also the sixth-most densely populated. Delaware's largest city is Wilmington, while the state capital is Dover, the second-largest city in the state. The state is divided into three counties, having the lowest number of counties of any state; from north to south, they are New Castle County, Kent County, and Sussex County. While the southern two counties have historically been predominantly agricultural, New Castle is more ur ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Case Law
United may refer to: Places * United, Pennsylvania, an unincorporated community * United, West Virginia, an unincorporated community Arts and entertainment Films * ''United'' (2003 film), a Norwegian film * ''United'' (2011 film), a BBC Two film Literature * ''United!'' (novel), a 1973 children's novel by Michael Hardcastle Music * United (band), Japanese thrash metal band formed in 1981 Albums * ''United'' (Commodores album), 1986 * ''United'' (Dream Evil album), 2006 * ''United'' (Marvin Gaye and Tammi Terrell album), 1967 * ''United'' (Marian Gold album), 1996 * ''United'' (Phoenix album), 2000 * ''United'' (Woody Shaw album), 1981 Songs * "United" (Judas Priest song), 1980 * "United" (Prince Ital Joe and Marky Mark song), 1994 * "United" (Robbie Williams song), 2000 * "United", a song by Danish duo Nik & Jay featuring Lisa Rowe Television * ''United'' (TV series), a 1990 BBC Two documentary series * ''United!'', a soap opera that aired on BBC One from 1965-19 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States V
United may refer to: Places * United, Pennsylvania, an unincorporated community * United, West Virginia, an unincorporated community Arts and entertainment Films * ''United'' (2003 film), a Norwegian film * ''United'' (2011 film), a BBC Two film Literature * ''United!'' (novel), a 1973 children's novel by Michael Hardcastle Music * United (band), Japanese thrash metal band formed in 1981 Albums * ''United'' (Commodores album), 1986 * ''United'' (Dream Evil album), 2006 * ''United'' (Marvin Gaye and Tammi Terrell album), 1967 * ''United'' (Marian Gold album), 1996 * ''United'' (Phoenix album), 2000 * ''United'' (Woody Shaw album), 1981 Songs * "United" (Judas Priest song), 1980 * "United" (Prince Ital Joe and Marky Mark song), 1994 * "United" (Robbie Williams song), 2000 * "United", a song by Danish duo Nik & Jay featuring Lisa Rowe Television * ''United'' (TV series), a 1990 BBC Two documentary series * ''United!'', a soap opera that aired on BBC One from 1965-19 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Leibovitz V
Leibovitz is a surname. Notable people with the surname include: * Annie Leibovitz (born 1949), American portrait photographer * Dan Leibovitz (born 1973), American basketball coach * Liel Leibovitz (born 1976), Israeli journalist * Lynn Leibovitz (born 1959), American judge * Tahl Leibovitz (born 1975), American para table tennis player See also * ''Leibovitz v. Paramount Pictures Corp.'', a 1998 US copyright fair use case * Leibowitz * Liebowitz * Lebowitz {{surname Jewish surnames ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Common Stock
Common stock is a form of corporate equity ownership, a type of security. The terms voting share and ordinary share are also used frequently outside of the United States. They are known as equity shares or ordinary shares in the UK and other Commonwealth realms. This type of share gives the stockholder the right to share in the profits of the company, and to vote on matters of corporate policy and the composition of the members of the board of directors. The owners of common stock do not own any particular assets of the company, which belong to all the shareholders in common. A corporation may issue both ordinary and preference shares, in which case the preference shareholders have priority to receive dividends. In the event of liquidation, ordinary shareholders receive any remaining funds after bondholders, creditors (including employees), and preference shareholders are paid. When the liquidation happens through bankruptcy, the ordinary shareholders typically receive nothing. ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Gulf+Western
Gulf and Western Industries, Inc. (stylized as Gulf+Western) was an American conglomerate. Originally, the company focused on manufacturing and resource extraction. Beginning in 1966, and continuing throughout the 1960s and 1970s, the company purchased a number of entertainment companies, most notably Paramount Pictures in 1966, Desilu Productions in 1967, and a number of record companies, including Dot Records (a subsidiary of Paramount Pictures at the time of purchase) and Stax Records. These became the nuclei of Paramount Television and Paramount Records respectively. The company sold its non-publishing and entertainment assets through the course of the 1980s, with the company re-branding itself as Paramount Communications in 1989. A controlling interest of Paramount Communications was purchased by Viacom in 1994, and the entertainment assets of Gulf and Western are today part of the media conglomerate Paramount Global (also used the Paramount name as the holding compan ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Termination Fee
{{About, fees for breaking terms of agreements or long-term contracts, Interconnect fees in (telephone) networks, Termination rates An early termination fee is a charge levied when a party wants to break the term of an agreement or long-term contract. They are stipulated in the contract or agreement itself, and provide an incentive for the party subject to them to abide by the agreement. Early Termination Fee – The total fee that will be charged for early termination of a contract or agreement. If the contract has a declining rate “Early Termination Fee” refers to the initial or starting amount. Early Termination Fee Amount – The fee that would be assessed at a point in time. If the contract has a flat fee, the fee remains constant for the period described in the contract. If the contract has a declining fee the fee decreases at a rate described in the contract as a period elapses. Early Termination Fee Rate – The Rate at which an Early Termination Fee declines. Serv ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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