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

President Trump criticizes his new Fed Chair Jerome Powell for accelerating the current interest rate hike.

Joseph Corr

2018-08-21 11:40:00 Tuesday ET

President Trump criticizes his new Fed Chair Jerome Powell for accelerating the current interest rate hike.

President Trump criticizes his new Fed Chair Jerome Powell for accelerating the current interest rate hike with greenback strength. This criticism overshado

+See More

In the current global market for better biotech advances, medical innovations, and healthcare services, the new integration of artificial intelligence (AI) reshapes the competitive landscape worldwide.

Charlene Vos

2026-04-30 08:28:00 Thursday ET

In the current global market for better biotech advances, medical innovations, and healthcare services, the new integration of artificial intelligence (AI) reshapes the competitive landscape worldwide.

In the current global market for better biotech advances, medical innovations, and healthcare services, the new integration of artificial intelligence (AI)

+See More

New Keynesian monetary policy framework

Monica McNeil

2023-09-21 09:26:00 Thursday ET

New Keynesian monetary policy framework

Jordi Gali delves into the science of the New Keynesian monetary policy framework with economic output and inflation stabilization. Jordi Gali (2015)

+See More

College education offers a hefty 8.8% pay premium for each marginal increase in the number of years of intellectual attainment.

Fiona Sydney

2018-04-29 13:44:00 Sunday ET

College education offers a hefty 8.8% pay premium for each marginal increase in the number of years of intellectual attainment.

College education offers a hefty 8.8% pay premium for each marginal increase in the number of years of intellectual attainment in contrast to the 5.6%-6% lo

+See More

President Trump promises a great trade deal with China as Americans mull over mid-term elections.

Laura Hermes

2018-11-13 12:30:00 Tuesday ET

President Trump promises a great trade deal with China as Americans mull over mid-term elections.

President Trump promises a great trade deal with China as Americans mull over mid-term elections. President Trump wants to reach a trade accord with Chinese

+See More

President Trump tweets that Apple can avoid tariff consequences by shifting its primary supply chain from China to America.

Olivia London

2018-09-11 18:36:00 Tuesday ET

President Trump tweets that Apple can avoid tariff consequences by shifting its primary supply chain from China to America.

President Trump tweets that Apple can avoid tariff consequences by shifting its primary supply chain from China to America. These Trump tariffs on another $

+See More