This Article seeks to analyze and understand Paramount Communications, Inc. v. QVC Network, Inc. and Cede & Co. v. Technicolor, Inc. as part of a movement in Delaware fiduciary law toward a single, more unified standard, away from doctrinal fragmentation. In addition, the Article considers Delaware law leading up to QVC and Technicolor, tracing both the growing fragmentation of Delaware law in the 1980s and the growing judicial concern about fragmentation. This Article will argue that the concern over fragmentation and the desire for a unified standard were not the result of external pressures or policy concerns, but of internal judicial concerns about potential inequity, manipulability and lack of coherence in Delaware law. Finally, this Article will look at the practical significance of these new cases and the seeming trend toward a more unified conception of fiduciary law.
Lawrence A. Cunningham & Charles M. Yablon, Delaware Fiduciary Duty Law after QVC and Technicolor: A Unified Standard (and the End of Revlon Duties?), 49 Bus. Law. 1593 (1994).