Word: stocked
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Dates: during 1980-1989
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...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 era: the short-term enrichment of shareholders...
...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...
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...
...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 62% of the shares of the combined company. In Paramount's view, that situation amounted to a transfer of corporate control...
Time disagreed on the ground that Warner shareholders would not be voting as a controlling group in the corporation. Allen concurred: "I am entirely persuaded of the soundness of the view that it is irrelevant for purposes of such determination that 62% of Time-Warner stock would have been held by former Warner shareholders." In fact, he added, "neither corporation could be said to be acquiring the other. Control of both remained in a large, fluid, changeable and changing market...