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.
2020-04-24 11:33:00 Friday ET
Disruptive innovations tend to contribute to business success in new blue-ocean markets after iterative continuous improvements. Clayton Christensen and
2018-03-03 11:37:00 Saturday ET
President Xi seeks Chinese congressional approval and constitutional amendment for abolishing his term limits of strongman rule with more favorable trade de
2019-07-30 15:33:00 Tuesday ET
All of the 18 systemically important banks pass the annual Federal Reserve stress tests. Many of the largest lenders announce higher cash payouts to shareho
2017-11-23 10:42:00 Thursday ET
As the TV host of Mad Money, Jim Cramer provides 5 key reasons against the purchase and use of cryptocurrencies such as Bitcoin. First, no one knows the ano
2018-01-09 08:33:00 Tuesday ET
BlackRock CEO Larry Fink emphasizes his key conviction that public corporations should make a positive contribution to society apart from boosting the botto
2017-10-27 06:35:00 Friday ET
Leon Cooperman, Chairman and CEO of Omega Advisors, points out that the current Trump stock market rally now approaches normalization. The U.S. stock market