Delaware Judge Expedites Review Of Paramount-Skydance Merger In Shareholder Suit But Declines To Block It As Case Unfolds

deadline.com:

A Delaware Chancery Court judge has agreed to expedite a suit by a group of New York City pension funds that are shareholders of Paramount Global against would be merger partners Par and Skydance, but denied their request for a temporary restraining order while the case plays out.

The suits claims that Paramount breached its fiduciary duty. The merger, its says, will deliver hundreds of millions of dollars in non-ratable benefits to Paramount’s controlling stockholder, Shari Redstone, who approved the deal, which also carries a $400 termination fee and does not include a fiduciary-out provision.

They note that a special board committee had declined to consider an all-cash offer by a consortium called Project Rise submitted after an agreed-upon window to engage with other parties.

Paramount and Skydance inked their merger in July and it then went before the FCC for approval where it still sits. There is an end date of April 7 but the agreement allows that deadline to be extended if regulatory approval is taking longer.