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.
2018-06-07 10:36:00 Thursday ET
AT&T wins court approval to take over Time Warner with a trademark $85 billion bid despite the Trump administration prior dissent due to antitrust conce
2019-08-01 11:33:00 Thursday ET
Many young and mid-career Americans fall into the financial distress trap in rural communities. A recent analysis of 25,800 zip codes for 99% of the U.S. po
2022-04-05 17:39:00 Tuesday ET
Corporate diversification theory and evidence A recent strand of corporate diversification literature spans at least three generations. The first generat
2019-11-05 07:41:00 Tuesday ET
The Trump administration expects to reach an interim partial trade deal with China. This interim partial trade deal represents the first phase of a comprehe
2018-08-09 16:36:00 Thursday ET
President Trump applies an increasingly bellicose stance toward the Iranian leader Hassan Rouhani as he rejects a global agreement to curb Iran's nuclea
2022-08-30 10:32:00 Tuesday ET
The financial services industry needs fewer banks worldwide. As long as banks have existed in human history, their managers have realized how not all dep