Word: law
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Dates: during 1980-1989
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...told a House subcommittee last May that he had never been personally involved in HUD program grants, Shirley McVay Wiseman told the panel that her boss had directly ordered her to approve $16 million in federal subsidies for a housing project in Durham, N.C., proposed by Pierce's former law partner. She refused, she said, so Pierce signed the papers...
...stage leveraged takeover, which needed no such vote. The change gave Time shareholders no opportunity to choose between the Warner merger and Paramount's cash. But Allen found that the board's moves were consistent with Time's long-term plan to merge with Warner. He wrote, "The corporation law does not operate on the theory that directors, in exercising their powers to manage the firm, are obligated to follow the wishes of a majority of shares. In fact, directors, not shareholders, are charged with the duty to manage the firm...
...said they doubted that Allen's ruling would be overturned. The Supreme Court, they noted, has generally upheld Delaware's "business judgment rule," and has been even more forceful than the Chancery Court in giving corporate directors broad freedom to set long-range policy for their companies. Stanford University law professor Ronald Gilson disagrees with the ruling because he feels shareholders should have more rights in takeover battles, but he doubts the decision will be overturned: "If the Paramount arguments were not persuasive to Allen, one would not expect them to be persuasive to the Supreme Court...
...almost unequivocal decision in the complex case, Allen dismissed a key Paramount claim, that Time's directors had put the company up for sale in March when they originally agreed to acquire Warner. If that had been found to be true, Time would have been obligated under Delaware law to seek the maximum immediate return to shareholders by auctioning the company to the highest bidder. Paramount's argument that Time's directors were selling the company to Warner rested partly on the fact that the exchange ratio of the proposed stock swap would have given Warner stockholders...
Allen noted that Paramount dismisses "this claim of 'culture' as being nothing more than a desire to perpetuate or entrench existing ((Time)) management disguised in a pompous, highfalutin' claim." Wrote he: "I understand the argument . . . But I am not persuaded that there may not be instances in which the law might recognize as valid a perceived threat to a 'corporate culture' that is shown to be palpable (for lack of a better word), distinctive and advantageous...