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Paramount Communications, Inc. V. QVC Network, Inc.
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, ... [...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, c ... [...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. Early life and education Naomi Reice was born in 1944 in Kingston, New York, ... (born 1944), Ame ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Paramount Global
Paramount Global (Trade name, d/b/a Paramount) is an American multinational mass media and entertainment Conglomerate (company), conglomerate controlled by National Amusements and Headquarters, headquartered at One Astor Plaza in Times Square, Midtown Manhattan. The company was formed on December 4, 2019, as ViacomCBS through the 2019 merger of CBS and Viacom, merger of the second incarnations of CBS Corporation and Viacom (2005–2019), Viacom (which were split from the Viacom (1952–2005), original Viacom on December 31, 2005). The company took its current name on February 16, 2022. Paramount's main properties include the namesake Paramount Pictures Corporation, the List of assets owned by Paramount Global#CBS Entertainment, CBS Entertainment Group (consisting of the CBS and partially owned The CW television networks and CBS News and Stations, television stations, BET Media Group (which oversees BET and its sister channels), and other CBS-branded assets), Paramount Media Net ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
1994 In Delaware
The year 1994 was designated as the " International Year of the Family" and the "International Year of Sport and the Olympic Ideal" by the United Nations. In the Line Islands and Phoenix Islands of Kiribati, 1994 had only 364 days, omitting December 31. This was due to an adjustment of the International Date Line by the Kiribati government to bring all of its territories into the same calendar day. Events January * January 1 ** The North American Free Trade Agreement (NAFTA) is established. ** Beginning of the Zapatista uprising in Mexico. * January 8 – '' Soyuz TM-18'': Valeri Polyakov begins his 437.7-day orbit of the Earth, eventually setting the world record for days spent in orbit. * January 11 – The Irish government announces the end of a 15-year broadcasting ban on the Provisional Irish Republican Army and its political arm Sinn Féin. * January 14 – U.S. President Bill Clinton and Russian President Boris Yeltsin sign the Kremlin accords, which stop the pr ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
1994 In United States Case Law
The year 1994 was designated as the "International Year of the Family" and the "International Year of Sport and the Olympic Charter, Olympic Ideal" by the United Nations. In the Line Islands and Phoenix Islands of Kiribati, 1994 had only 364 days, omitting December 31. This was due to an adjustment of the International Date Line by the Kiribati government to bring all of its territories into the same calendar day. Events January * January 1 ** The North American Free Trade Agreement (NAFTA) is established. ** Beginning of the Zapatista uprising in Mexico. * January 8 – ''Soyuz TM-18'': Valeri Polyakov begins his 437.7-day orbit of the Earth, eventually setting the world record for days spent in orbit. * January 11 – The Irish government announces the end of a 15-year broadcasting ban on the Provisional Irish Republican Army and its political arm Sinn Féin. * January 14 – U.S. President Bill Clinton and Russian President Boris Yeltsin sign the Kremlin accords, which ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware State Case Law
Delaware ( ) is a U.S. state, state in the Mid-Atlantic (United States), Mid-Atlantic and South Atlantic states, South Atlantic regions of the United States. It borders Maryland to its south and west, Pennsylvania to its north, New Jersey to its northeast, and the Atlantic Ocean to its east. The state's name derives from the adjacent Delaware Bay, which in turn was named after Thomas West, 3rd Baron De La Warr, an English nobleman and the Colony of Virginia's first colonial-era governor. Delaware occupies the northeastern portion of the Delmarva Peninsula, and some islands and territory within the Delaware River. It is the List of U.S. states and territories by area, second-smallest and List of U.S. states and territories by population, sixth-least populous state, but also the List of U.S. states and territories by population density, sixth-most densely populated. Delaware's List of municipalities in Delaware, most populous city is Wilmington, Delaware, Wilmington, and the ... [...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 * ''The United'' (film), an unreleased Arabic-language 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 * "United (Who We Are)", a song by XO-IQ, featured in the television se ... [...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. ''Leibovitz v. Paramount Pictures Corp.'', 137 F.3d 109 (2d Cir. 1998), is an influential Second Circuit fair use case. Case background Annie Leibovitz is a professional portrait photographer who had published a photograph of celebrity Demi Moor ...'', a 1998 US copyright fair use case * Surnames from the name Leib {{surname Surnames of Jewish origin ... [...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 directly own any assets of the company; instead each stockholder owns a fractional interest in the company, which in turn owns the assets. As owners of a company, common stockholders are eligible to receive dividends from its recent or past earnings, proceeds from a sale of the company, and distributions of residual (left-over) money if it is liquidated. In general, common stockholders have lowest priority to receive payouts from the company. They may not receive dividends until the company ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Gulf+Western
Gulf and Western Industries, Inc. (stylized as Gulf+Western) was an American conglomerate. The company originally focused on manufacturing and resource extraction, but it began purchasing a number of entertainment companies beginning in 1966 and continuing through the 1970s. Most notable among the acquisitions were film studio Paramount Pictures in 1966, television studio Desilu Productions in 1967, arcade and later videogame manufacturer Sega in 1969, book publisher Simon & Schuster in 1975, and a number of music labels including Dot Records (a subsidiary of Paramount at the time of purchase). Some of these properties were reorganized under the Paramount brand, with Dot Records becoming the nucleus of Paramount Records and Desilu being renamed Paramount Television. The company pivoted to focus on entertainment and publishing, selling off its other assets through the course of the 1980s. Gulf and Western rebranded itself as Paramount Communications in 1989. A controlling i ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Termination Fee
An early termination fee (ETF) 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. Service industries Termination fees are common to service industries such as cellular telephone service, subscription television, and so on, where they are often known as early termination fees. For instance, a customer who purchases cellular phone service might sign a two-year contract, which might stipulate a $350 fee if the customer breaks the contract. Consumer interest groups have criticized such fees as being anti-competitive because they prevent users from migrating to superior services. In the suburban Atlanta county of Gwinnett, customers were hit with termination fees of over $23 when the county commission chose not to renew the contracts of the county trash collectors in November 2008. The two companies char ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
