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

PayPal earns great fintech reputation from its massive worldwide network of 250+ million users.

Peter Prince

2018-10-19 13:37:00 Friday ET

PayPal earns great fintech reputation from its massive worldwide network of 250+ million users.

PayPal earns great fintech reputation from its massive worldwide network of 250+ million active users. As PayPal beats the revenue and profit expectations o

+See More

President Donald Trump blames China for the long prevalent U.S. trade deficits and several other social and economic deficiencies.

Apple Boston

2025-01-22 08:35:08 Wednesday ET

President Donald Trump blames China for the long prevalent U.S. trade deficits and several other social and economic deficiencies.

President Donald Trump blames China for the long prevalent U.S. trade deficits and several other social and economic deficiencies. In recent years, Pres

+See More

Empirical tests of multi-factor models for asset return prediction

Apple Boston

2022-02-25 00:00:00 Friday ET

Empirical tests of multi-factor models for asset return prediction

Empirical tests of multi-factor models for asset return prediction  The capital asset pricing model (CAPM) of Sharpe (1964), Lintner (1965), and Bla

+See More

Apple upstream suppliers such as Foxconn and Pegatron experience sharp share price declines during the Christmas 2017 holiday quarter.

Jacob Miramar

2018-11-21 11:36:00 Wednesday ET

Apple upstream suppliers such as Foxconn and Pegatron experience sharp share price declines during the Christmas 2017 holiday quarter.

Apple upstream suppliers from Foxconn and Pegatron to Radiance and Lumentum experience sharp share price declines during the Christmas 2017 holiday quarter.

+See More

Citron Research short-sellers initiate a class-action lawsuit against Tesla and its executive chairman Elon Musk.

Monica McNeil

2018-09-05 08:34:00 Wednesday ET

Citron Research short-sellers initiate a class-action lawsuit against Tesla and its executive chairman Elon Musk.

Citron Research short-sellers initiate a class-action lawsuit against Tesla and its executive chairman Elon Musk because he might have deliberately orchestr

+See More

Federal Reserve publishes its inaugural flagship financial stability report.

Peter Prince

2018-12-05 09:38:00 Wednesday ET

Federal Reserve publishes its inaugural flagship financial stability report.

Federal Reserve publishes its inaugural flagship financial stability report. Fed Chair Jerome Powell applauds both low inflation (2%) and low unemployment (

+See More