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

AYA fintech finbuzz illustrative video tutorials on YouTube

Amy Hamilton

2019-05-05 10:46:10 Sunday ET

AYA fintech finbuzz illustrative video tutorials on YouTube

This video collection shows the major features of our AYA fintech network platform for stock market investors: (1) AYA stock market content curation;&nbs

+See More

Former New York Times team journalist and Pulitzer Prize winner Charles Duhigg delves into how we can change our lives for the better by mastering our habits from day to day.

Monica McNeil

2025-06-05 00:00:00 Thursday ET

Former New York Times team journalist and Pulitzer Prize winner Charles Duhigg delves into how we can change our lives for the better by mastering our habits from day to day.

Former New York Times team journalist and Pulitzer Prize winner Charles Duhigg describes, discusses, and delves into how we can change our respective lives

+See More

The U.S. Treasury yield curve inverts for the first time since the Global Financial Crisis.

Apple Boston

2019-04-09 11:29:00 Tuesday ET

The U.S. Treasury yield curve inverts for the first time since the Global Financial Crisis.

The U.S. Treasury yield curve inverts for the first time since the Global Financial Crisis. The key term spread between the 10-year and 3-month U.S. Treasur

+See More

Dr Chip Espinoza recommends 9 new core competences for better managing millennials in the modern workplace.

Rose Prince

2025-08-02 13:31:00 Saturday ET

Dr Chip Espinoza recommends 9 new core competences for better managing millennials in the modern workplace.

Chip Espinoza, Mick Ukleja, and Craig Rusch shine fresh light on the core competences for managing millennials as part of the new modern workforce in recent

+See More

Leon Cooperman points out that the current Trump stock market rally now approaches normalization.

Amy Hamilton

2017-10-27 06:35:00 Friday ET

Leon Cooperman points out that the current Trump stock market rally now approaches normalization.

Leon Cooperman, Chairman and CEO of Omega Advisors, points out that the current Trump stock market rally now approaches normalization. The U.S. stock market

+See More

Is higher stock market concentration good or bad for Corporate America?

Laura Hermes

2025-03-03 04:11:06 Monday ET

Is higher stock market concentration good or bad for Corporate America?

Is higher stock market concentration good or bad for Corporate America? In recent years, S&P 500 stock market returns exhibit spectacular concentrati

+See More