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

Top tech firms such as Google, Intel, and Qualcomm suspend Android services to HuaWei as the Trump administration blacklists the Chinese company.

Jonah Whanau

2019-06-01 10:33:00 Saturday ET

Top tech firms such as Google, Intel, and Qualcomm suspend Android services to HuaWei as the Trump administration blacklists the Chinese company.

Top tech firms such as Google, Intel, and Qualcomm suspend Android services to HuaWei as the Trump administration blacklists the Chinese company. HuaWei can

+See More

Dr Chip Espinoza recommends 9 new core competences for better managing millennials in the modern workplace.

Rose Prince

2025-08-02 13:31:00 Saturday ET

Dr Chip Espinoza recommends 9 new core competences for better managing millennials in the modern workplace.

Chip Espinoza, Mick Ukleja, and Craig Rusch shine fresh light on the core competences for managing millennials as part of the new modern workforce in recent

+See More

The U.S. greenback soars in value as the Federal Reserve continues its interest rate hike.

Daisy Harvey

2018-10-07 13:39:00 Sunday ET

The U.S. greenback soars in value as the Federal Reserve continues its interest rate hike.

The U.S. greenback soars in value as the Federal Reserve continues its interest rate hike. With impressive service-sector data and non-farm payroll wage gro

+See More

Basic income reforms can contribute to better health care, infrastructure, education, technology, and residential protection.

Daisy Harvey

2023-02-28 10:27:00 Tuesday ET

Basic income reforms can contribute to better health care, infrastructure, education, technology, and residential protection.

Basic income reforms can contribute to better health care, public infrastructure, education, technology, and residential protection. Philippe Van Parijs

+See More

Innovative investment theory and practice

Olivia London

2022-05-15 10:29:00 Sunday ET

Innovative investment theory and practice

Innovative investment theory and practice Corporate investment can be in the form of real tangible investment or intangible investment. The former conce

+See More

President Trump escalates the current Sino-American trade war by imposing 25% tariffs on $200 billion Chinese imports.

Rose Prince

2018-08-03 07:33:00 Friday ET

President Trump escalates the current Sino-American trade war by imposing 25% tariffs on $200 billion Chinese imports.

President Trump escalates the current Sino-American trade war by imposing 25% tariffs on $200 billion Chinese imports. These tariffs encompass chemical prod

+See More