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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

PARAMOUNT COMMUNICATIONS INC., Viacom Inc., Martin S. Davis, Grace J. Fippinger, Irving R. Fischer, Benjamin L. Hooks, Franz J. Lutolf, James A. Pattison, Irwin Schloss, Samuel J. Silberman, Lawrence M. Small, and George Weissman, Defendants Below, Appellants, v. QVC NETWORK INC., Plaintiff Below, Appellee. In re PARAMOUNT COMMUNICATIONS INC. SHAREHOLDERS' LITIGATION.

Headnote

The court in QVC returns to the question of application of the intermediate standard under Revlon. Ultimately, QVC will become a very important case in the development and application of the Revlon standard. In QVC, the court makes it clear that Revlon is not about a new standard of review but rather, akin to Unocal, it is an inquiry into the motive and means of the board.

If the board's motive is impaired by conflicts of interest, or if the board's means in defending its decision merge with a preferred party are draconian, the court will apply the entire fairness standard to a review of that decision. If not, then the a board's decision to engage in a sale of control transaction will get the presumption of business judgment, even if that decision is not perfect or, in hindsight, appears unwise.