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

Global climate change can cause an adverse impact on long-term real GDP economic growth.

Dan Rochefort

2019-10-27 17:37:00 Sunday ET

Global climate change can cause an adverse impact on long-term real GDP economic growth.

International climate change can cause an adverse impact on long-term real GDP economic growth. USC climate change economist Hashem Pesaran and his co-autho

+See More

U.S. regulatory agencies may consider broader economic issues in their antitrust probe into Amazon, Apple, Facebook, and Google.

Joseph Corr

2019-07-03 11:35:00 Wednesday ET

U.S. regulatory agencies may consider broader economic issues in their antitrust probe into Amazon, Apple, Facebook, and Google.

U.S. regulatory agencies may consider broader economic issues in their antitrust probe into tech titans such as Amazon, Apple, Facebook, and Google etc. Hou

+See More

Corporate ownership governance theory and practice

Monica McNeil

2022-04-25 10:34:00 Monday ET

Corporate ownership governance theory and practice

Corporate ownership governance theory and practice  The genesis of modern corporate governance and ownership studies traces back to the seminal work

+See More

The top Sino-U.S. tech titans now reach the trademark total market capitalization of $4 trillion as of July 2018.

Fiona Sydney

2018-07-07 10:33:00 Saturday ET

The top Sino-U.S. tech titans now reach the trademark total market capitalization of $4 trillion as of July 2018.

The east-west tech rivalry intensifies between BATs (Baidu, Alibaba, and Tencent) and FAANGs (Facebook, Apple, Amazon, Netflix, and Google). These Sino-U.S.

+See More

With prescient clairvoyance, Bill Gates predicted the recent rise of Facebook and Netflix.

Monica McNeil

2017-02-07 07:47:00 Tuesday ET

With prescient clairvoyance, Bill Gates predicted the recent rise of Facebook and Netflix.

With prescient clairvoyance, Bill Gates predicted the recent sustainable rise of Netflix and Facebook during a Playboy interview back in 1994. He said th

+See More

Warren Buffett stock market investment principles

Daphne Basel

2020-02-05 10:28:00 Wednesday ET

Warren Buffett stock market investment principles

Our proprietary AYA fintech finbuzz essay shines light on the modern collection of business insights with executive annotations and personal reflections. Th

+See More