2018-05-09 08:31:00 Wed ET
stock market competition macrofinance stock return s&p 500 financial crisis financial deregulation bank oligarchy systemic risk asset market stabilization asset price fluctuations regulation capital financial stability dodd-frank
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.
2022-10-05 08:24:00 Wednesday ET

Precautionary-motive and agency reasons for corporate cash management Bates, Kahle, and Stulz (JF 2009) empirically find that public firms have doubled t
2023-01-11 09:26:00 Wednesday ET

Addendum on USPTO fintech patent protection and accreditation As of early-January 2023, the U.S. Patent and Trademark Office (USPTO) has approved our U.S
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 key term spread between the 10-year and 3-month U.S. Treasur
2019-04-26 09:33:00 Friday ET

JPMorgan Chase CEO Jamie Dimon defends capitalism in his recent annual letter to shareholders. As Dimon explains here, socialism inevitably produces stagnat
2019-01-11 10:33:00 Friday ET

The Economist Intelligence Unit (EIU) continues to track major business risks in light of volatile stock markets, elections, and geopolitics. EIU monitors g
2018-10-19 13:37:00 Friday ET

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