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Paramount: The Mixed Merits of Mush

31 Pages Posted: 22 Oct 2010  

Alan E. Garfield

Widener University - Delaware Law School

Date Written: 1992


The Article critiques the Delaware Supreme Court’s 1990 decision, Paramount Communications, Inc. v. Time Inc. It argues that Paramount left no clear standards in its wake. While the decision seemed to lean in favor of more managerial discretion in the takeover context, it was not clear how far it leaned, or how closely tied the court’s reasoning was to the peculiar facts of the case. While other commentators critiqued Paramount for its management bias, this article instead focuses on the decision’s murkiness. It considers the merits of moving takeover jurisprudence away from the clearer standards that had been evolving in the lower courts. It considers whether an undefined standard that gives courts broad discretion to evaluate management defensive actions is appropriate in light of the complexity of the takeover phenomenon.

Keywords: corporation law, Delaware, takeovers

JEL Classification: K22

Suggested Citation

Garfield, Alan E., Paramount: The Mixed Merits of Mush (1992). Delaware Journal of Corporate Law (DJCL), Vol. 17, 1992. Available at SSRN:

Alan E. Garfield (Contact Author)

Widener University - Delaware Law School ( email )

4601 Concord Pike
Wilmington, DE 19803-0406
United States


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