Time had a range of defenses, including a staggered board, a 50-day notice period for any shareholder motion, and a poison pill plan with a 15% trigger.

I am not persuaded that there may not be instances in which the law might recognize as valid a perceived threat to a "corporate culture" that is shown to be palpable ..., distinctive and advantageous.

The mission of the firm is not seen by those involved with it as wholly economic, nor the continued existence of its distinctive identity as a matter of indifference.

However, there is no persuasive evidence that the board of Time has a corrupt or venal motivation in electing to continue with its long-term plan even in the face of the cost that that course will no doubt entail for the company's shareholders in the short run.

[1] On appeal to the Supreme Court of Delaware, Justice Henry Horsey affirmed the outcome reached by the Court of Chancery, on partly different grounds: that the target corporation did not face "breakup", a condition necessary at the time to invoke Revlon duties.Delaware law imposes on a board of directors the duty to manage the business and affairs of the corporation.

... [A]bsent a limited set of circumstances as defined under Revlon, a board of directors, while always required to act in an informed manner, is not under any per se duty to maximize shareholder value in the short term, even in the context of a takeover.

In our view, the pivotal question presented by this case is: "Did Time, by entering into the proposed merger with Warner, put itself up for sale?"

The first, and clearer one, is when a corporation initiates an active bidding process seeking to sell itself or to effect a business reorganization involving a clear break-up of the company.

However, Revlon duties may also be triggered where, in response to a bidder's offer, a target abandons its long-term strategy and seeks an alternative transaction also involving the breakup of the company.