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.
2023-11-07 11:31:00 Tuesday ET
Joel Mokyr suggests that economic growth arises from a change in cultural beliefs toward technological progress. Joel Mokyr (2018) A culture
2020-04-17 07:23:00 Friday ET
Clayton Christensen defines and delves into the core dilemma of corporate innovation with sustainable and disruptive advances. Clayton Christensen (2000)
2018-07-07 10:33:00 Saturday ET
The east-west tech rivalry intensifies between BATs (Baidu, Alibaba, and Tencent) and FAANGs (Facebook, Apple, Amazon, Netflix, and Google). These Sino-U.S.
2019-11-23 08:33:00 Saturday ET
MIT financial economist Simon Johnson rethinks capitalism with better key market incentives. Johnson refers to the recent Business Roundtable CEO statement
2020-06-24 09:32:00 Wednesday ET
Several business founders and entrepreneurs take low risks with high potential rewards to buck the conventional wisdom. Renee Martin and Don Martin (2010
2018-10-27 09:34:00 Saturday ET
U.S. automobile and real estate sales decline despite higher consumer confidence and low unemployment as of October 2018. This slowdown arises from the curr