Word: warners
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Dates: during 1980-1989
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...another major point, Allen rejected Paramount's claim that Time acted improperly in revamping its Warner deal after the Paramount offer was made. The precedent in judging such tactics is a 1985 Delaware case involving an effort by the California oil company Unocal to escape a raid by takeover artist T. Boone Pickens. In that case, the court decided that companies may take defensive moves only if they are "reasonable," as Unocal's were deemed to be. Paramount argued that Time's decision to launch the tender offer for Warner was excessive in proportion to the takeover threat and thus...
Amid the arguments in the bitter struggle, court documents filed in Delaware gave a vivid picture of the two-year merger talks between Time and Warner. A Time brief showed that the two partners broke off negotiations in August 1988 over Time's insistence that Warner Chairman Steven Ross set a date for stepping down as co-chief executive of the merged company to make way for Time President N.J. Nicholas to hold the chief executive's job alone. Not until Ross agreed last January to step aside five years after the merger were the talks able to proceed...
While the courtroom was the main battleground in the Paramount-vs.-Time struggle, some unexpected lobbyists emerged to tout the Time-Warner combination. Director-producer Steven Spielberg, a close friend of Ross's, expressed his support in a telephone talk with the Warner chairman and Nicholas. Spielberg collaborator George Lucas, who distributes their Indiana Jones films through Paramount, wrote a column in the Wall Street Journal last week that praised the Time-Warner deal for promising "steadily increasing values" and attacked Paramount for "contributing to the further destabilization of the entertainment industry and the U.S. economy...
...merged Time Warner Inc. will still have to generate the rising stock values that the two companies have promised, or the communications giant, for all its size, could face a new takeover threat. Says Alfred Rappaport, chairman of Chicago's Alcar Group, a management-consulting firm that champions shareholder value: "What Time must now do is not celebrate the decision, but convince the marketplace that the new company can still deliver." For now, however, Time must keep one eye on the marketplace and the other on a courtroom in Wilmington, where its freedom to purchase Warner will finally be decided...
...Delaware court rejects Paramount's challenge to the $14 billion combination of Time Inc. and Warner Communications, but the merger is temporarily stayed to allow an appeal...