Word: paramount
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...hectic scene marked the latest and most dramatic stage of a three-way battle that has captured the attention of everyone from billion-dollar money & managers to Hollywood movie directors. At issue before Judge Allen was an effort by Paramount Communications to block Time Inc. from acquiring Warner Communications in a $14 billion friendly merger that would create the world's largest information and entertainment company. If the judge had granted Paramount's motion, which was joined by several major Time shareholders, Paramount could have pressed ahead with its hostile bid to acquire Time for $12 billion. But after...
Beyond its impact on the opposing sides, the case tested a crucial aspect of the takeover binge that has raged through U.S. industry during the 1980s. By originally bidding $175 a share for Time and then raising the price to $200, Paramount contended that it was offering Time shareholders a rich reward for selling their stock. But Time insisted it was not for sale and that it could eventually boost the value of its shares well above $200 after acquiring Warner. The battle pitted against each other two contradictory interests that have been at war throughout the takeover...
...ruling Allen affirmed the right of directors to manage a company's strategy. Among other arguments, Paramount had claimed that Time's directors breached their responsibility to company shareholders by converting the Time- Warner deal from the originally proposed stock swap, which required shareholder approval, into a two-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...
These days his subject matter is grittier, but Spike Lee is still fighting to make movies on his own terms. Paramount Pictures, Lee claims, asked him to tone down the ending of Do the Right Thing, his incendiary new film about race relations, so the 32-year-old director took his picture to Universal rather than subdue the race riot in his final scene. Fiercely independent, Lee writes, directs and produces his films to prevent others from "meddling." He doesn't have an agent, publicist or manager, but the trade-offs of independence are worth it. "What...
Congress is putting pressure on the industry to prevent accidents and do a better job of mopping up slicks. -- The Time-Paramount battle heads for a showdown in a Delaware court. -- T. Boone's Tokyo campaign...