Business Associations Limerick of the Week: Paramount Communications v. Time, Inc.

This case is again very complicated and involves a full panoply of defensive measures.  You might think that just a few years after its Revlon decision, the Delaware Supreme Court would be eager to apply that decision to another case in which management arguably shut down an auction of a firm that was clearly not going to continue to exist in its prior form.  But the court believed that Time’s management acted within its powers in fending off Paramount’s tender offer and locking up with Warner Brothers in order to preserve Time’s corproate culture and preserve the entity for future long-term payoffs. 

Paramount Communications v. Time, Inc.

Time’s lock-up and no-shop don’t trigger
Revlon‘s protections — go figger!
A Paramount vulture
Threatened Time’s culture
And justified defensive vigor. 

[Jeremy Telman]