Assessing the fallout: Paramount Communications, Inc. v. Time, Inc. and Delaware's Unocal standard of review

Article Abstract:

In the Paramount Communications, Inc v Time, Inc decision of 1990 the Delaware Supreme Court adopted a conservative attitude toward corporate takeover in declining to evaluate defensive decisions made by Time's board of directors. This is only the last in a line of decisions which has revealed a difference of opinion between the Supreme Court and the Delaware Chancery Court regarding interpretation of the 1985 high court decision in Unocal Corp v Mesa Petroleum Co. The Supreme Court essentially decided in Time that the board of directors may decide when an unsolicited tender offer is a threat to corporate policy.

Corporate directors, Acquisitions and mergers, Fiduciary duties

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The shareholder primacy norm

Article Abstract:

Courts replaced the shareholder primacy norm with the more focused doctrine of minority oppression because the primacy norm is outdated and has limited impact on corporate decisionmaking. The shareholder primacy norm was originally created to address disputes minority and majority shareholders of closely held firms. The primacy norm contains no mediation policy and cannot meet nonshareholders intent to affect corporate social responsibility.

United States, Interpretation and construction, Securities law

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