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Warner would control half of New York City's cable TV system, and the Time network could promote Warner's movies. the editorial integrity of Time, the merger agreement provided for a board committee dominated by Time representatives. that a combination with Warner offered greater potential for Time. percent of Warner's shares for cash immediately and later buy the remaining 49 percent for cash and securities. The tender offer would eliminate the need for Time to obtain shareholder approval of the transaction. Horsey, Justice of a proper exercise of business judgment. the protection of the business judgment rule. we decline to apply the traditional business judgment rule to the revised transaction and instead analyze the Time board's June 16 decision under Unocal. corporate policy and effectiveness existed; and (b) that the defensive measure adopted was reasonable in relation to the threat posed. Paramount argues a hostile tender offer can pose only two types of threats: the threat of coercion that results from a all-shares, all-cash offer at a price below what a target board in good faith deems to be the present value of its shares. The Time board reasonably determined that inadequate value was not the only threat that Paramount's all-cash, all-shares offer could present. Time's board concluded that Paramou me shareholders might elect to tender into Paramount's cash offer in ignorance or a mistaken belief of the strategic benefit which a business combination with Warner might produce. We turn to the second part of the Unocal analysis. The obvious requisite to determining the reasonableness of a defensive action is a clear corate objective threatened; alternative methods of protecting that objective; impacts of the defensive action; and other relevant factors. Warner company or from changing the conditions of its offer so as not to make the offer dependent upon the nullification of the Time-Warner agreement. Thus, the response was proportionate