637 A.2d 34 (Del. 1994)
Paramount Communications Inc. v.
Did the Paramount board breach its fiduciary duties, specifically its Revlon duty, by accepting Viacom's merger offer and employing defensive measures that precluded consideration of a higher offer from QVC?
Under Revlon duties, when a company's board decides to sell, it must act to secure the highest value reasonably available to shareholders, thus prioritizing stockholder interests in a change-of-control situation.
The Delaware Supreme Court held that the Paramount board breached its fiduciary duties by failing to adequately inform itself about QVC's superior offer and by accepting Viacom's structurally coercive bid which imposed drastic defensive measures.
Paramount v. QVC is pivotal in corporate mergers and acquisitions law, especially influencing how directors must assess and choose between competing takeover bids. It clarified the nature of Revlon duties, thus impacting board practices in dealing with change-of-control transactions. The decision underscores the Delaware Supreme Court's focus on protecting shareholder interests, guiding boards to approach bids strategically and cautiously.