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.
2018-10-23 12:36:00 Tuesday ET
Former Fed Chair Paul Volcker releases his memoir, talks about American public governance, and worries about plutocracy in America. Volcker suggests that pu
2017-12-07 08:31:00 Thursday ET
Large multinational tech firms such as Facebook, Apple, Microsoft, Google, and Amazon can benefit much from the G.O.P. tax reform. A recent stock research r
2019-05-15 12:32:00 Wednesday ET
The May administration needs to seek a fresh fallback option for Halloween Brexit. After the House of Commons rejects Brexit proposals from the May administ
2019-11-21 11:34:00 Thursday ET
Berkeley macro economist Brad DeLong sees no good reasons for an imminent economic recession with mass unemployment and even depression. The current U.S. ec
2018-01-13 08:39:00 Saturday ET
The Economist digs deep into the political economy of U.S. government shutdown over 3 days in January 2018. In more than 4 years since 2014, U.S. government
2025-08-09 11:31:00 Saturday ET
Wharton e-commerce entrepreneurship professor Dr Karl Ulrich explains that many top-notch universities now provide massive open online courses (MOOCs) for m