![]() QVC and certain stockholders of Paramount commenced separate actions (later consolidated) in the Court of Chancery seeking preliminary and permanent injunctive relief against Paramount, certain members of the Paramount Board, and Viacom. ![]() We further hold that the conduct of the Paramount Board was not reasonable as to process or result. ![]() In affirming, we hold that the sale of control in this case, which is at the heart of the proposed strategic alliance, implicates enhanced judicial scrutiny of the conduct of the Paramount Board under Unocal Corp. ("Paramount") approved by the board of directors of Paramount (the "Paramount Board" or the "Paramount directors") and to thwart an unsolicited, more valuable, tender offer by QVC Network Inc. ("Viacom") and Paramount Communications Inc. In this appeal we review an order of the Court of Chancery dated Novem(the "November 24 Order"), preliminarily enjoining certain defensive measures designed to facilitate a so-called strategic alliance between Viacom Inc. Gardy of Abbey & Ellis, New York City, for the shareholder appellees.īefore VEASEY, C.J., MOORE and HOLLAND. Smith of Wolf, Haldenstein, Adler, Freeman & Herz, Arthur N. Monhait of Rosenthal, Monhait, Gross & Goddess, P.A., Wilmington, Daniel W. Calder of Chimicles, Burt & Jacobsen, Joseph A. Morris and Abraham Rappaport of Morris & Morris, Pamela S. Conway, III of Wachtell, Lipton, Rosen & Katz, New York City, for appellee QVC Network Inc. of Young, Conaway, Stargatt & Taylor, Wilmington, Herbert M. Lapidow of Shearman & Sterling, New York City, for appellant Viacom Inc.īruce M. Lafferty of Morris, Nichols, Arsht & Tunnell, Wilmington, Stuart J. Thomas of Simpson Thacher & Bartlett, New York City, for appellants Paramount Communications Inc. Foster of Richards, Layton & Finger, Wilmington, Barry R. QVC NETWORK INC., Plaintiff Below, Appellee. Small, and George Weissman, Defendants Below, Appellants, PARAMOUNT COMMUNICATIONS INC., Viacom Inc., Martin S.
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