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

Our proprietary alpha investment model outperforms most stock market indexes from 2017 to 2026.

Olivia London

2026-02-02 12:30:00 Monday ET

Our proprietary alpha investment model outperforms most stock market indexes from 2017 to 2026.

With U.S. fintech patent approval, accreditation, and protection for 20 years, our proprietary alpha investment model outperforms most stock market indexes

+See More

Netflix raises its prices by 13% to 18% for U.S. subscribers.

Chanel Holden

2019-01-25 13:34:00 Friday ET

Netflix raises its prices by 13% to 18% for U.S. subscribers.

Netflix raises its prices by 13% to 18% for U.S. subscribers. The immediate stock market price soars 6.5% as a result of this upward price adjustment. The b

+See More

Hong Kong billionaire Li Ka-Shing announces his retirement in March 2018 with an incredible rags-to-riches life story.

John Fourier

2018-03-11 08:27:00 Sunday ET

Hong Kong billionaire Li Ka-Shing announces his retirement in March 2018 with an incredible rags-to-riches life story.

At 89 years old, Hong Kong billionaire Li Ka-Shing announces his retirement in March 2018. With a personal net worth of $35 billion, Li has an incredible ra

+See More

Saudi Aramco aims to initiate its fresh IPO in December 2019.

Charlene Vos

2019-12-13 09:32:00 Friday ET

Saudi Aramco aims to initiate its fresh IPO in December 2019.

Saudi Aramco aims to initiate its fresh IPO in December 2019. Several investment banks indicate to the Saudi government that most investors may value the mi

+See More

After its iPhone X launch, Apple reports its highest quarterly revenue over $80 billion in the tech titan's 41-year history.

Amy Hamilton

2018-01-25 08:32:00 Thursday ET

After its iPhone X launch, Apple reports its highest quarterly revenue over $80 billion in the tech titan's 41-year history.

After its flagship iPhone X launch, Apple reports its highest quarterly sales revenue over $80 billion in the tech titan's 41-year history. Apple expect

+See More

Most sustainably successful business leaders make a mark in the world, create a positive impact, and challenge the status quo.

Peter Prince

2020-08-12 07:25:00 Wednesday ET

Most sustainably successful business leaders make a mark in the world, create a positive impact, and challenge the status quo.

Most sustainably successful business leaders make a mark in the world, create a positive impact, and challenge the status quo. Jerry Porras, Stewart Emer

+See More