QVC is an American free-to-air television network, and flagship shopping channel specializing in televised home shopping, owned by Qurate Retail Group. Founded in 1986 by Joseph Segel in West Chester, Pennsylvania, United States, QVC broadcasts to more than 350 million households in seven countries, including channels in the UK, Germany, Japan, and Italy, along with a joint venture in China with China National Radio called CNR Mall.
The business judgment rule is a case law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation... are clothed with [the] presumption, which the law accords to them, of being [motivated] in their conduct by a bona fide regard for the interests of the corporation whose affairs the stockholders have committed to their charge". The rule exists in some form in most common law countries, including the United States, Canada, England and Wales, and Australia.
The Supreme Court of Delaware is the sole appellate court in the United States state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and acquisitions.
Joseph Dahr Jamail Jr. was an American attorney and billionaire. The wealthiest practicing attorney in America, he was frequently referred to as the "King of Torts".
Unitrin, Inc. v. American General Corp., 651 A.2d 1361 is the leading case on a board of directors' ability to use defensive measures, such as poison pills or buybacks, to prevent a hostile takeover. The case demonstrates an approach to corporate governance that favors the primacy of the board of directors over the will of the shareholders.
Unocal v. Mesa Petroleum Co., 493 A.2d 946 is a landmark decision of the Delaware Supreme Court on corporate defensive tactics against take-over bids.
The de facto merger doctrine states that courts will look to substance over form when determining whether statutory merger law applies to a company's shareholders. Thus, where an asset acquisition leads to the same result as a statutory merger, these jurisdictions demand that shareholders are given the same rights as in the statutory merger. The doctrine was primarily established in Farris v. Glen Alden Corp., 143 A.2d 25.
In United States corporation and business association law, a duty of care is part of the fiduciary duty owed to a corporation by its directors. The other aspects of fiduciary duty are a director's duty of loyalty and (possibly) duty of good faith.
In re Caremark International Inc. Derivative Litigation, 698 A.2d 959, is a civil action that came before the Delaware Court of Chancery. It is an important case in United States corporate law and discusses a director's duty of care in the oversight context. It raised the question regarding compliance, "what is the board's responsibility with respect to the organization and monitoring of the enterprise to assure that the corporation functions within the law to achieve its purposes?" Chancellor Allen wrote the opinion.
Cheff v. Mathes, 199 A.2d 548, was a case in which the Delaware Supreme Court first addressed the issue of director conflict of interest in a corporate change of control setting. This case is the predecessor to future seminal corporate law cases including: Unocal Corp. v. Mesa Petroleum Co., Revlon v. MacAndrews, and Paramount v. Time.
Weinberger v. UOP, Inc., 457 A.2d 701, is a case concerning United States corporate law in the context of mergers and "squeeze outs".
The internal affairs doctrine is a choice of law rule in corporations law. Simply stated, it provides that the "internal affairs" of a corporation will be governed by the corporate statutes and case law of the state in which the corporation is incorporated, sometimes referred to as the lex incorporationis.
A fairness opinion is a professional evaluation by an investment bank or other third party as to whether the terms of a merger, acquisition, buyback, spin-off, or privatization are fair. It is rendered for a fee. They are typically issued when a public company is being sold, merged or divested of all or a substantial division of their business. They can also be required in private transactions not involving a company that is traded on a public exchange, as well as in circumstances other than mergers, such as a corporation exchanging debt for equity. Some of the specific functions of a fairness opinion are to aid in decision-making, mitigate risk, and enhance communication.
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and California are important due to their size.
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173, was a landmark decision of the Delaware Supreme Court on hostile takeovers.
Benihana of Tokyo, Inc. v. Benihana, Inc., 906 A.2d 114 was a case in the Delaware Supreme Court between Benihana of Tokyo, Inc., and its subsidiary Benihana, Inc. that concerned the duty of loyalty between a company and its directors. The court held that a Board's approval of an issuance and purchase of preferred stock was a valid exercise of its business judgment under Delaware law.
Broz v. Cellular Information Systems Inc., 637 A.2d 148, is a US corporate law case, concerning the standard in Delaware corporations regarding conflicts of interest. It exemplifies that the Delaware courts spend considerable resources inquiring into whether a director has had an actual conflict of interest, as opposed to the traditional common law approach which demanded that there should be no possibility of a conflict.
Paramount Communications, Inc. v. Time Inc., C.A. Nos. 10866, 10670, 10935 (Consol.), 1989 Del. Ch. LEXIS 77, Fed. Sec. L. Rep. (CCH) ¶ 94, 514, aff'd, 571 A.2d 1140, is a U.S. corporate law case from Delaware, concerning defensive measures in the mergers and acquisitions context. The Delaware Court of Chancery and the Supreme Court of Delaware upheld the use of defensive measures to advance the long-term goals of the target corporation, where the corporation was not in "Revlon mode".
Henry Ridgely Horsey was an American lawyer and jurist who served as an associate justice of the Delaware Supreme Court from 1978 to 1994. During his tenure as a justice, Horsey authored more than 200 published opinions.
Paramount Global is an American multinational mass media and entertainment conglomerate owned and operated by National Amusements and headquartered at One Astor Plaza in Midtown Manhattan, New York City, United States. It was formed on December 4, 2019 as ViacomCBS Inc. through the re-merger of the second incarnation of CBS Corporation and the second incarnation of Viacom. On February 16, 2022, during its Q4 earnings presentation, the company announced that it would change its name to Paramount Global.
