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

Would you rather receive $1,000 each day for one month or a magic penny that doubles each day over the same month?

Laura Hermes

2017-04-07 15:34:00 Friday ET

Would you rather receive $1,000 each day for one month or a magic penny that doubles each day over the same month?

Would you rather receive $1,000 each day for one month or a magic penny that doubles each day over the same month? At first glance, this counterintuitive

+See More

The Chinese Xi administration may choose to leverage its state dominance of rare-earth elements to better balance the current Sino-U.S. trade war.

Dan Rochefort

2019-06-13 10:26:00 Thursday ET

The Chinese Xi administration may choose to leverage its state dominance of rare-earth elements to better balance the current Sino-U.S. trade war.

The Chinese Xi administration may choose to leverage its state dominance of rare-earth elements to better balance the current Sino-U.S. trade war. In recent

+See More

France and Germany are the biggest beneficiaries of Sino-U.S. trade escalation.

Chanel Holden

2019-07-11 10:48:00 Thursday ET

France and Germany are the biggest beneficiaries of Sino-U.S. trade escalation.

France and Germany are the biggest beneficiaries of Sino-U.S. trade escalation, whereas, Japan, South Korea, and Taiwan suffer from the current trade stando

+See More

We can decipher valuable lessons from the annual letters to shareholders written by Amazon CEO Jeff Bezos.

Becky Berkman

2019-07-19 18:40:00 Friday ET

We can decipher valuable lessons from the annual letters to shareholders written by Amazon CEO Jeff Bezos.

We can decipher valuable lessons from the annual letters to shareholders written by Amazon CEO Jeff Bezos. Amazon is highly customer-centric because the wor

+See More

Amazon follows Apple to become the second U.S. public corporation to hit $1 trillion stock market valuation.

Dan Rochefort

2018-09-03 09:31:00 Monday ET

Amazon follows Apple to become the second U.S. public corporation to hit $1 trillion stock market valuation.

Amazon follows Apple to become the second American public corporation to hit $1 trillion stock market valuation. Amazon's founder and chairman Jeff Bezo

+See More

Fed Chair Jay Powell suggests that the recent surge in U.S. business debt poses moderate risks to the economy.

Laura Hermes

2019-06-05 10:34:00 Wednesday ET

Fed Chair Jay Powell suggests that the recent surge in U.S. business debt poses moderate risks to the economy.

Fed Chair Jay Powell suggests that the recent surge in U.S. business debt poses moderate risks to the economy. Many corporate treasuries now carry about 40%

+See More