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Paramount V. Time
''Paramount Communications, Inc. v. Time Inc.'', C.A. Nos. 10866, 10670, 10935 (Consol.), 1989 Del. Ch. LEXIS 77, Fed. Sec. L. Rep. (CCH (company), CCH) ¶ 94, 514 (Del. Ch. July 14, 1989), ''aff'd'', 571 Atlantic Reporter, A.2d 1140 (Del. 1989), is a U.S. corporate law case from Delaware, concerning defensive measures in the mergers and acquisitions context. The Delaware Court of Chancery and the Supreme Court of Delaware upheld the use of defensive measures to advance the long-term goals of the target corporation, where the corporation was not in "''Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., Revlon'' mode". Facts Time Inc. and Warner Communications were planning to merge. Time wished to get more into the television business with its HBO channel, and wanted Warner Communications's help. Then, Gulf and Western Industries, Paramount made an offer to all the shareholders of $200 per share (up from an initial $175). Time shares had been trading at $120. Time had a range of de ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Supreme Court Of Delaware
The Delaware Supreme Court is the sole appellate court in the United States state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and acquisitions.Thomas Lee Hazen and Jerry W. Markham, ''Corporations and Other Business Enterprises'' (2003) Jurisdiction The Supreme Court has appellate jurisdiction over direct appeals from the Superior Court, Family Court, and Court of Chancery. Because it is the only appellate court in the state, its jurisdiction over appeals from final orders is mandatory. However, it has discretionary jurisdiction over appeals from interlocutory orders. The Court has original jurisdiction over writs of mandamus, prohibition, and certiorari. In addition, the Court regulates and has exclusive jurisdiction over matters concerning the admission and discipline of lawyers, the Lawyers' Fund for Client Protection, ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Warner Communications
Warner Media, LLC ( traded as WarnerMedia) was an American multinational mass media and entertainment conglomerate. It was headquartered at the 30 Hudson Yards complex in New York City, United States. It was originally established in 1972 by Steve Ross as Warner Communications, and Time Warner was created in 1990, following a merger between Time Inc. and the original Warner Communications. The company has film, television and cable operations, with its assets including WarnerMedia Studios & Networks (consisting of the entertainment assets of Turner Broadcasting, HBO, and Cinemax as well as Warner Bros., which itself consists of the film, animation, television studios, the company's home entertainment division and Studio Distribution Services, its joint venture with Universal Pictures Home Entertainment, DC Comics, New Line Cinema, and, together with CBS Entertainment Group, through its Warner Bros. Entertainment subsidiary, a 50% interest in The CW television network); ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Warner Bros
Warner Bros. Entertainment Inc. (commonly known as Warner Bros. or abbreviated as WB) is an American Film studio, film and entertainment studio headquartered at the Warner Bros. Studios, Burbank, Warner Bros. Studios complex in Burbank, California, Burbank, California, and a subsidiary of Warner Bros. Discovery. Founded in 1923 by four brothers, Harry Warner, Harry, Albert Warner, Albert, Sam Warner, Sam, and Jack L. Warner, Jack Warner, the company established itself as a leader in the American Warner Bros. Pictures, film industry before diversifying into Warner Bros. Animation, animation, Warner Bros. Television Studios, television, and Warner Bros. Interactive Entertainment, video games and is one of the Major film studio, "Big Five" major American film studios, as well as a member of the Motion Picture Association (MPA). The company is known for its film studio division the Warner Bros. Pictures Group, which includes Warner Bros. Pictures, New Line Cinema, the Warner Animat ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Case Law
United may refer to: Places * United, Pennsylvania, an unincorporated community * United, West Virginia, an unincorporated community Arts and entertainment Films * ''United'' (2003 film), a Norwegian film * ''United'' (2011 film), a BBC Two film Literature * ''United!'' (novel), a 1973 children's novel by Michael Hardcastle Music * United (band), Japanese thrash metal band formed in 1981 Albums * ''United'' (Commodores album), 1986 * ''United'' (Dream Evil album), 2006 * ''United'' (Marvin Gaye and Tammi Terrell album), 1967 * ''United'' (Marian Gold album), 1996 * ''United'' (Phoenix album), 2000 * ''United'' (Woody Shaw album), 1981 Songs * "United" (Judas Priest song), 1980 * "United" (Prince Ital Joe and Marky Mark song), 1994 * "United" (Robbie Williams song), 2000 * "United", a song by Danish duo Nik & Jay featuring Lisa Rowe Television * ''United'' (TV series), a 1990 BBC Two documentary series * ''United!'', a soap opera that aired on BBC One from 1965 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware State Case Law
Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west; Pennsylvania to its north; and New Jersey and the Atlantic Ocean to its east. The state takes its name from the adjacent Delaware Bay, in turn named after Thomas West, 3rd Baron De La Warr, an English nobleman and Virginia's first colonial governor. Delaware occupies the northeastern portion of the Delmarva Peninsula and some islands and territory within the Delaware River. It is the List of U.S. states and territories by area, second-smallest and List of U.S. states and territories by population, sixth-least populous state, but also the List of U.S. states and territories by population density, sixth-most densely populated. Delaware's largest city is Wilmington, Delaware, Wilmington, while the state capital is Dover, Delaware, Dover, the second-largest city in the state. The state is divided into List of counties in Delaware, three counties, having the lowest ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States Corporate Law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Paramount Communications, Inc
Paramount (from the word ''paramount'' meaning "above all others") may refer to: Entertainment and music companies * Paramount Global, also known simply as Paramount, an American mass media company formerly known as ViacomCBS. The following businesses are historically linked to this company, but not all are related by current ownership. ** Paramount+, an American streaming video service formerly known as CBS All Access ** Paramount Animation, an animation studio and division of Paramount Pictures founded in 2011 ** Paramount Communications, a company known as Gulf and Western Industries until 1989, acquired by Viacom in 1994 ** Paramount Home Entertainment, a division of Paramount Pictures for home video distribution founded in 1976 ** Paramount Network, a current cable network previously called TNN and Spike TV ** Paramount Parks, a former subsidiary chain of theme parks **Paramount Pictures, an American film studio, that serves as Paramount Global's namesake ** Paramount Players ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Unocal Corp
Union Oil Company of California, and its holding company Unocal Corporation, together known as Unocal was a major petroleum explorer and marketer in the late 19th century, through the 20th century, and into the early 21st century. It was headquartered in El Segundo, California, United States. Unocal was involved in domestic and global energy projects. Unocal was one of the key players in the CentGas consortium, which attempted to build the Trans-Afghanistan Pipeline to run from the Caspian area, through Afghanistan, to the Indian Ocean, at a time after the Taliban siege of Kabul in 1996. On August 10, 2005, Unocal merged its entire upstream petroleum business with Chevron and became a wholly-owned subsidiary. Unocal then ceased operations as an independent company, but continues to conduct many operations as Union Oil Company of California, a Chevron company. History The Union Oil Company of California was founded on October 17, 1890, in Santa Paula, California, by Lyman ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware General Corporation Law
The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware. Adopted in 1899, the statute has since seen Delaware become the most important jurisdiction in United States corporate law. Delaware is considered a corporate haven because of its business-friendly corporate laws compared to most other U.S. states. Over half of publicly traded corporations listed in the New York Stock Exchange (including its owner, Intercontinental Exchange) and 66% of the ''Fortune'' 500, including Walmart, the world's largest company by revenue, are incorporated (and therefore have its domicile for service of process purposes) in the state. History Delaware acquired its status as a corporate haven in the early 20th century. Following the example of New Jersey, which enacted corporate-friendly laws at the end of the 19th century to attract businesses from New York, Delaware adopt ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Chancellor Allen
William T. Allen (July 17, 1944 – October 13, 2019) was a professor of corporate law at New York University law school, and the Chancellor of the Delaware Court of Chancery from 1985 to 1997. He also worked for the bank and business law firm Wachtell, Lipton, Rosen & Katz. Career Chancellor of the Delaware Court of Chancery Allen was the Chancellor of the Delaware Court of Chancery from 1985 to 1997. In the Lacos Land Co v Arden Group, Inc case, Allen found that "As a director and officer Briskin has a duty to act with complete loyalty to the interests of the corporation and its shareholders. His position in demanding the amendments under threat of thwarting corporate transactions is inconsistent with that obligation. The stockholder vote was fatally flawed by the threats. Shareholders were inappropriately placed in a position in which they were told that if they refused to vote affirmatively Briskin would not support future transactions that might be beneficial to the corpor ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Outstanding Shares
Shares outstanding are all the shares of a corporation that have been authorized, issued and purchased by investors and are held by them. They are distinguished from treasury shares, which are shares held by the corporation itself, thus representing no exercisable rights. Shares outstanding and treasury shares together amount to the number of issued shares. Shares outstanding can be calculated as either basic or fully diluted. The basic count is the current number of shares. Dividend distributions and voting in the general meeting of shareholders are calculated according to this number. The fully diluted shares outstanding count, on the other hand, includes diluting securities, such as warrants, capital notes or convertibles. If the company has any diluting securities, this indicates the potential future increased number of shares outstanding. Finding the number of shares outstanding The number of outstanding shares may change due to changes in the number of issued shares, as we ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
New York Stock Exchange
The New York Stock Exchange (NYSE, nicknamed "The Big Board") is an American stock exchange in the Financial District of Lower Manhattan in New York City. It is by far the world's largest stock exchange by market capitalization of its listed companies at US$30.1 trillion as of February 2018. The average daily trading value was approximately 169 billion in 2013. The NYSE trading floor is at the New York Stock Exchange Building on 11 Wall Street and 18 Broad Street and is a National Historic Landmark. An additional trading room, at 30 Broad Street, was closed in February 2007. The NYSE is owned by Intercontinental Exchange, an American holding company that it also lists (). Previously, it was part of NYSE Euronext (NYX), which was formed by the NYSE's 2007 merger with Euronext. History The earliest recorded organization of securities trading in New York among brokers directly dealing with each other can be traced to the Buttonwood Agreement. Previously, secu ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
