Both Viacom and Paramount owned a diverse group of entertainment businesses. QVC was a televised…

Both Viacom and Paramount owned a diverse group of entertainment businesses. QVC was a televised shopping channel. The Paramount board of directors accepted a merger offer from Viacom at a price of $69 per share. QVC and Viacom then entered a bidding war for Paramount. QVC ultimately made the highest offer, at $90 per share. The Paramount board rejected QVC’s bid on the grounds that a Viacom merger would be more in keeping with Paramount’s business strategy. Does a board of directors have the right to reject a high bidder on the belief that the low bidder would be better for the company?

 

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