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

McKinsey Global Institute analyzes 315 U.S. cities in terms of how tech automation affects their workers in the next 10 years.

Dan Rochefort

2019-08-10 21:44:00 Saturday ET

McKinsey Global Institute analyzes 315 U.S. cities in terms of how tech automation affects their workers in the next 10 years.

McKinsey Global Institute analyzes 315 U.S. cities and 3,000 counties in terms of how tech automation affects their workers in the next 5 to 10 years. This

+See More

Apple, Alphabet, Microsoft, Amazon, and Facebook have become the most valuable public companies in the world.

Olivia London

2017-05-13 07:28:00 Saturday ET

Apple, Alphabet, Microsoft, Amazon, and Facebook have become the most valuable public companies in the world.

America's Top 5 tech firms, Apple, Alphabet, Microsoft, Amazon, and Facebook have become the most valuable publicly listed companies in the world. These

+See More

Gold prices surge above $1400 per ounce amid global trade tension and economic policy uncertainty.

Charlene Vos

2019-07-17 12:37:00 Wednesday ET

Gold prices surge above $1400 per ounce amid global trade tension and economic policy uncertainty.

Gold prices surge above $1400 per ounce amid global trade tension and economic policy uncertainty. Both European Central Bank and Bank of Japan may consider

+See 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 AMD (U.S. stock symbol: $AMD).

John Fourier

2025-10-08 11:34:00 Wednesday 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 AMD (U.S. stock symbol: $AMD).

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

Our proprietary alpha investment model outperforms most stock market indices such as S&P 500, Dow Jones, and Nasdaq.

Andy Yeh Alpha

2019-02-01 15:35:00 Friday ET

Our proprietary alpha investment model outperforms most stock market indices such as S&P 500, Dow Jones, and Nasdaq.

Our proprietary alpha investment model outperforms the major stock market benchmarks such as S&P 500, MSCI, Dow Jones, and Nasdaq. We implem

+See More

Michael Bloomberg helps Democrats flip the House in the midterm elections and then gears up his presidential bid.

Charlene Vos

2018-11-11 13:42:00 Sunday ET

Michael Bloomberg helps Democrats flip the House in the midterm elections and then gears up his presidential bid.

Michael Bloomberg provides $80 million as campaign finance for Democrats to flip the House of Representatives in the November 2018 midterm elections, gears

+See More