CBS and its special committee of independent directors have decided to sue the Redstone controlling shareholders.

Daisy Harvey

2018-05-09 08:31:00 Wed ET

CBS and its special committee of independent directors have decided to sue the Redstone controlling shareholders because these directors might have breached their fiduciary duties. This breach can cause irreparable harm since the Redstone controlling shareholders who own 79% of CBS equity stakes have indicated a clear intention to force a merger of CBS and Viacom. This prospective merger may not serve the best interests of CBS's minority shareholders who own the residual 21% equity stakes.

CBS's independent directors propose to issue a stock dividend of voting shares to all the minority shareholders. This issuance would dilute the voting power of the Redstone controlling shareholders from 79% to about 17% but would not dilute the economic ownership interests of any CBS shareholders. This special dividend is permissible under CBS's corporate charter for its controlling shareholders and directors to honor their fiduciary duties of care, loyalty, and good faith.

Alternatively, the Redstone controlling shareholders might go nuclear by voting out the special committee of independent directors instantly by written consent with short shareholder notice. This coup attempt would allow the Redstone controlling shareholders to replace the board with their close friends who would then approve the CBS-Viacom merger plan. On balance, this complex and thorny issue shines fresh light on whether the current corporate governance regime should enhance independent directorship with greater voting power.

 


If any of our AYA Analytica financial health memos (FHM), blog posts, ebooks, newsletters, and notifications etc, or any other form of online content curation, involves potential copyright concerns, please feel free to contact us at service@ayafintech.network so that we can remove relevant content in response to any such request within a reasonable time frame.

Blog+More

Reuters polls show that most Americans blame President Trump for the recent U.S. government shutdown.

Olivia London

2019-01-05 11:39:00 Saturday ET

Reuters polls show that most Americans blame President Trump for the recent U.S. government shutdown.

Reuters polls show that most Americans blame President Trump for the recent U.S. government shutdown. President Trump remains adamant about having to shut d

+See More

Federal Reserve delivers a second interest rate hike to 1.75%-2% and then expects more rate increases in late-2018.

Charlene Vos

2018-06-08 13:35:00 Friday ET

Federal Reserve delivers a second interest rate hike to 1.75%-2% and then expects more rate increases in late-2018.

The Federal Reserve delivers a second interest rate hike to 1.75%-2% and then expects subsequent rate increases in September and December 2018 to dampen inf

+See More

OraSure and its subsidiary DNA Genotek specialize in the lean production of home DNA spit tubes.

Monica McNeil

2019-04-01 08:28:00 Monday ET

OraSure and its subsidiary DNA Genotek specialize in the lean production of home DNA spit tubes.

OraSure and its subsidiary DNA Genotek specialize in the lean production of home DNA spit tubes. OraSure extracts core genetic information from microbiome s

+See More

Harvard financial economist Alberto Cavallo empirically shows the recent *Amazon effect* of faster retail price adjustments.

Amy Hamilton

2018-08-23 11:34:00 Thursday ET

Harvard financial economist Alberto Cavallo empirically shows the recent *Amazon effect* of faster retail price adjustments.

Harvard financial economist Alberto Cavallo empirically shows the recent *Amazon effect* that online retailers such as Amazon, Alibaba, and eBay etc use fas

+See More

The Internet and telecom conglomerate SoftBank Group raises $23 billion in the biggest IPO in Japan.

Chanel Holden

2018-12-21 11:39:00 Friday ET

The Internet and telecom conglomerate SoftBank Group raises $23 billion in the biggest IPO in Japan.

The Internet and telecom conglomerate SoftBank Group raises $23 billion in the biggest IPO in Japan. Going public is part of the major corporate move away f

+See More

Top money managers George Soros and Warren Buffett reveal their current stock and bond positions.

Dan Rochefort

2018-05-10 07:37:00 Thursday ET

Top money managers George Soros and Warren Buffett reveal their current stock and bond positions.

Top money managers George Soros and Warren Buffett reveal their current stock and bond positions in their recent corporate disclosures as of mid-2018. Georg

+See More