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Paramount Communications Inc. v. QVC Network Inc.
Supreme Court of Delaware (1994) | 637 A.2d 34; 1994 Del. LEXIS 57
TL;DR: In a bidding war for Paramount between Viacom and QVC, the Delaware Supreme Court found Paramount's board breached its fiduciary duties by using defensive measures to favor a lower-priced deal with Viacom, failing its obligation to secure the best value for shareholders in a sale of control.
Legal Significance: This case clarifies that enhanced judicial scrutiny under *Revlon* applies not only to corporate break-ups but also to any transaction involving a sale or change of control, obligating directors to secure the best value reasonably available for stockholders.