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 remains optimistic about the Sino-American trade war resolution.

Monica McNeil

2019-02-05 10:32:00 Tuesday ET

President Trump remains optimistic about the Sino-American trade war resolution.

President Trump remains optimistic about the Sino-American trade war resolution of both trade deficit eradication and tech transfer enforcement. Trump now s

+See More

The lean CEO encourages iterative continuous improvements and collaborative teams to innovate around core value streams.

Monica McNeil

2020-07-12 08:30:00 Sunday ET

The lean CEO encourages iterative continuous improvements and collaborative teams to innovate around core value streams.

The lean CEO encourages iterative continuous improvements and collaborative teams to innovate around core value streams. Jacob Stoller (2015)  

+See More

President Donald Trump delivers his first state-of-the-union address.

Daphne Basel

2018-01-29 07:38:00 Monday ET

President Donald Trump delivers his first state-of-the-union address.

President Donald Trump delivers his first state-of-the-union address. Several key highlights touch on economic issues from fiscal stimulus and trade protect

+See More

AYA Analytica podcast provides fresh insights into the latest stock market news, economic trends, and investment portfolio strategies.

Andy Yeh Alpha

2018-11-30 12:42:00 Friday ET

AYA Analytica podcast provides fresh insights into the latest stock market news, economic trends, and investment portfolio strategies.

Andy Yeh Alpha (AYA) AYA Analytica financial health memo (FHM) podcast channel on YouTube November 2018 AYA Analytica is our online regular podcast and news

+See More

President Trump warns Google, Facebook, and Twitter that these tech titans now tread on troublesome territory.

Daphne Basel

2018-08-25 12:33:00 Saturday ET

President Trump warns Google, Facebook, and Twitter that these tech titans now tread on troublesome territory.

President Trump warns Google, Facebook, and Twitter that these tech titans now tread on troublesome territory. Specifically, Trump accuses Google of rigging

+See More

Senior business leaders can learn much from the lean production system with iterative continuous improvements at Toyota.

Daisy Harvey

2020-07-19 09:25:00 Sunday ET

Senior business leaders can learn much from the lean production system with iterative continuous improvements at Toyota.

Senior business leaders can learn much from the lean production system with iterative continuous improvements at Toyota. Takehiko Harada (2015)  

+See More