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.
2019-03-15 13:36:00 Friday ET
CNBC stock host Jim Cramer recommends both Caterpillar and Home Depot as the U.S. bull market is likely to continue in light of the recent Fed Chair comment
2017-10-03 18:39:00 Tuesday ET
President Trump has nominated Jerome Powell to run the Federal Reserve once Fed Chair Janet Yellen's current term expires in February 2018. Trump's
2027-11-22 08:26:00 Monday ET
Our AYA fun podcasts deep-dive into the current global trends, topics, and issues in macro finance, political economy, public policy, strategic management,
2019-03-21 12:33:00 Thursday ET
Senator Elizabeth Warren proposes breaking up key tech titans such as Facebook, Apple, Microsoft, Google, and Amazon (FAMGA). These tech titans have become
2018-11-15 12:35:00 Thursday ET
Warren Buffett approves Berkshire Hathaway to implement new meaningful stock repurchases. Buffett sends a positive signal to the stock market with the Berks
2018-10-01 07:33:00 Monday ET
President Trump announces the new trilateral trade agreement among America, Canada, and Mexico: the U.S.-Mexico-Canada Agreement (USMCA) replaces and revamp