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

President Trump promises a great trade deal with China as Americans mull over mid-term elections.

Laura Hermes

2018-11-13 12:30:00 Tuesday ET

President Trump promises a great trade deal with China as Americans mull over mid-term elections.

President Trump promises a great trade deal with China as Americans mull over mid-term elections. President Trump wants to reach a trade accord with Chinese

+See More

Can the Chinese renminbi become the next dual global reserve currency in addition to the American dollar?

Daphne Basel

2020-08-01 07:28:00 Saturday ET

Can the Chinese renminbi become the next dual global reserve currency in addition to the American dollar?

Technological advances, geopolitical risks, and pandemic outbreaks cannot shake investor confidence in the American dollar as the global reserve currency.

+See More

U.S. fiscal budget deficit hits $1 trillion or the highest level in 7 years.

Monica McNeil

2019-10-25 07:49:00 Friday ET

U.S. fiscal budget deficit hits $1 trillion or the highest level in 7 years.

U.S. fiscal budget deficit hits $1 trillion or the highest level in 7 years. The current U.S. Treasury fiscal budget deficit rises from $779 billion to $1.0

+See More

Bill Gates and Warren Buffett shared their best business decisions in a 1998 panel discussion.

Laura Hermes

2017-11-13 07:42:00 Monday ET

Bill Gates and Warren Buffett shared their best business decisions in a 1998 panel discussion.

Top 2 wealthiest men Bill Gates and Warren Buffett shared their best business decisions in a 1998 panel discussion with students at the University of Washin

+See More

David Solomon succeeds Lloyd Blankfein as the new CEO of Goldman Sachs.

Fiona Sydney

2018-03-09 08:33:00 Friday ET

David Solomon succeeds Lloyd Blankfein as the new CEO of Goldman Sachs.

David Solomon succeeds Lloyd Blankfein as the new CEO of Goldman Sachs. Unlike his predecessors Lloyd Blankfein and Gary Cohn, Solomon has been an investmen

+See More

Just Capital issues a new report in support of the stakeholder value proposition in recent times.

Amy Hamilton

2018-06-05 07:36:00 Tuesday ET

Just Capital issues a new report in support of the stakeholder value proposition in recent times.

Just Capital issues a new report in support of the stakeholder value proposition in recent times. U.S. corporations that perform best on key priorities such

+See More