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

Donald Trump defies the odds to become the new U.S. president.

John Fourier

2016-11-08 00:00:00 Tuesday ET

Donald Trump defies the odds to become the new U.S. president.

Donald Trump defies the odds to become the new U.S. president. He wants to make America great again. He seeks to repeal Obamacare. He has zero tole

+See More

President Trump meets Chinese President Xi for better economic reforms.

Rose Prince

2017-03-21 09:37:00 Tuesday ET

President Trump meets Chinese President Xi for better economic reforms.

Trump and Xi meet in the most important summit on earth this year. Trump has promised to retaliate against China's currency misalignment, steel trade

+See More

Fed Chair Janet Yellen confirms with her successor Jerome Powell the final interest rate hike in December 2017.

Joseph Corr

2017-12-14 12:41:00 Thursday ET

Fed Chair Janet Yellen confirms with her successor Jerome Powell the final interest rate hike in December 2017.

Federal Reserve raises the interest rate by 25 basis points to the target range of 1.25% to 1.5% as FOMC members revise up their GDP estimate from 2% to 2.5

+See More

Conor McGregor learns a major money lesson from LeBron James.

Daisy Harvey

2019-08-07 12:33:00 Wednesday ET

Conor McGregor learns a major money lesson from LeBron James.

Conor McGregor learns a major money lesson from LeBron James. This lesson suggests that James spends about $1.5 million on his own body each year. The $1.5

+See More

Paul Morland suggests that demographic changes lead to modern economic growth in the current world.

Laura Hermes

2023-10-28 12:29:00 Saturday ET

Paul Morland suggests that demographic changes lead to modern economic growth in the current world.

Paul Morland suggests that demographic changes lead to modern economic growth in the current world. Paul Morland (2019)   The human tide: how

+See More

Chinese Belt-and-Road funds large international infrastructure investment projects primarily in East Asia, Central Asia, North Africa, and Italy.

Fiona Sydney

2019-04-15 08:37:00 Monday ET

Chinese Belt-and-Road funds large international infrastructure investment projects primarily in East Asia, Central Asia, North Africa, and Italy.

Chinese Belt-and-Road funds large international infrastructure investment projects primarily in East Asia, Central Asia, North Africa, and Italy. Chinese Be

+See More