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

Jared Diamond delves into how some societies fail, succeed, and revive in global human history.

Becky Berkman

2023-08-28 08:26:00 Monday ET

Jared Diamond delves into how some societies fail, succeed, and revive in global human history.

Jared Diamond delves into how some societies fail, succeed, and revive in global human history. Jared Diamond (2004)   Collapse: how societies

+See More

Disruptive innovators compete against luck by figuring out why customers hire products and services to accomplish specific jobs.

John Fourier

2020-05-14 12:35:00 Thursday ET

Disruptive innovators compete against luck by figuring out why customers hire products and services to accomplish specific jobs.

Disruptive innovators can better compete against luck by figuring out why customers hire products and services to accomplish jobs. Clayton Christensen, T

+See More

HPE CEO Meg Whitman decides to step down after her 6-year stint at the technology giant.

Charlene Vos

2017-11-07 09:38:00 Tuesday ET

HPE CEO Meg Whitman decides to step down after her 6-year stint at the technology giant.

HPE CEO Meg Whitman has run both eBay and Hewlett Packard within Fortune 500 and now has decided to step down after her 6-year stint at the technology giant

+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 Microsoft (U.S. stock symbol: $MSFT).

Monica McNeil

2025-09-16 09:27:00 Tuesday 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 Microsoft (U.S. stock symbol: $MSFT).

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

Artificial intelligence continues to push boundaries for tech titans to sustain their disruptive innovations and competitive advantages.

Chanel Holden

2020-11-01 11:21:00 Sunday ET

Artificial intelligence continues to push boundaries for tech titans to sustain their disruptive innovations and competitive advantages.

Artificial intelligence continues to push boundaries for several tech titans to sustain their central disruptive innovations, competitive moats, and first-m

+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 IonQ (U.S. stock symbol: $IONQ).

Olivia London

2025-10-01 10:29:00 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 IonQ (U.S. stock symbol: $IONQ).

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