Word: paramounts
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Dates: during 1980-1989
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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...
...judge did grant Paramount's motion for a ten-day stay of the Time-Warner merger while Paramount appeals to the Delaware Supreme Court, which agreed to consider briefs throughout this week and hear the final arguments in the case ! on July 24. The appeal prevented Time from purchasing 100 million of Warner's nearly 200 million shares in a $70-per-share tender that had been scheduled to expire this week. Time would acquire the remaining Warner shares later for cash and securities...
...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...
Wall Street had anticipated the Delaware ruling, sending Time's share price tumbling for several weeks on growing speculation that the company would stave off the Paramount bid. Time stock finished trading Friday at 145 1/4, down 6 1/4 points for the week but at the general level where analysts expect it to settle, at least briefly, if the Time-Warner deal goes through. Warner stock closed at 64 1/2, up 2 3/4, on the increased likelihood that Time would be able to carry out its tender offer. Paramount, which has been rumored to be a possible takeover target itself...