Paramount Communications Inc. v. QVC Network Inc.

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that directors breached their fiduciary duties to a corporation when negotiating a merger by failing to adequately consider a competing offer
• noting that commentators find liquidated damages provisions in the range of one to five percent of the proposed acquisition price reasonable
• noting that Revlon requires directors to take reasonable steps to get the best deal
• reasoning that the board of directors is the body best equipped to make judgments about the many business and financial considerations implicated in selecting the best deal and that a board’s reasonable decision should not be second guessed by a court
• describing some of the ongoing duties of local counsel in a case where other counsel had been admitted pro hac vice
• faulting Paramount’s board for failing to use the enhanced negotiating leverage QVC's hostile bid provided and instead choosing to hide behind defensive measures already in place

Source: CourtListener parenthetical corpus (CC0).