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

Stock Synopsis: With a new Python program, we use, adapt, apply, and leverage each of the mainstream Gemini Gen AI models to conduct this comprehensive fundamental analysis of Apple (U.S. stock symbol: $AAPL).

Laura Hermes

2025-09-13 12:23:00 Saturday ET

Stock Synopsis: With a new Python program, we use, adapt, apply, and leverage each of the mainstream Gemini Gen AI models to conduct this comprehensive fundamental analysis of Apple (U.S. stock symbol: $AAPL).

Stock Synopsis: With a new Python program, we use, adapt, apply, and leverage each of the mainstream Gemini Gen AI models to conduct this comprehensive fund

+See More

Sprint and T-Mobile propose a major merger in order to better compete with AT&T and Verizon.

Joseph Corr

2018-05-03 07:34:00 Thursday ET

Sprint and T-Mobile propose a major merger in order to better compete with AT&T and Verizon.

Sprint and T-Mobile propose a major merger in order to better compete with AT&T and Verizon. This mega merger is worth $26.5 billion and involves an all

+See More

Disruptive innovators often apply their 5 major skills in new niche discovery and market share dominance.

James Campbell

2020-05-07 08:26:00 Thursday ET

Disruptive innovators often apply their 5 major skills in new niche discovery and market share dominance.

Disruptive innovators often apply their 5 major pragmatic skills in new blue-ocean niche discovery and market share dominance. Jeff Dyer, Hal Gregersen,

+See More

Carl Icahn mulls over steps to shake up the board of SandRidge Energy after it adopts a counter poison pill.

Jacob Miramar

2017-11-29 07:42:00 Wednesday ET

Carl Icahn mulls over steps to shake up the board of SandRidge Energy after it adopts a counter poison pill.

The octogenarian billionaire and activist investor Carl Icahn mulls over steps to shake up the board of SandRidge Energy after the oil-and-gas company adopt

+See More

The Intel trinity of Robert Noyce, Gordon Moore, and Andy Grove establishes the primary semiconductor tech titan in Silicon Valley.

Jonah Whanau

2020-04-03 09:28:00 Friday ET

The Intel trinity of Robert Noyce, Gordon Moore, and Andy Grove establishes the primary semiconductor tech titan in Silicon Valley.

The Intel trinity of Robert Noyce, Gordon Moore, and Andy Grove establishes the primary semiconductor tech titan in Silicon Valley. Michael Malone (2014)

+See More

President Trump tweets his key decision to oust State Secretary Rex Tillerson due to intense disagreement over diplomatic affairs.

Fiona Sydney

2018-03-07 07:34:00 Wednesday ET

President Trump tweets his key decision to oust State Secretary Rex Tillerson due to intense disagreement over diplomatic affairs.

President Trump tweets his key decision to oust State Secretary Rex Tillerson after several months of intense disagreement over diplomatic affairs. Trump so

+See More