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

CNBC All-America Economic Survey indicates 54% majority approval of the Trump team's supply-side economic reform.

Jonah Whanau

2018-07-11 09:39:00 Wednesday ET

CNBC All-America Economic Survey indicates 54% majority approval of the Trump team's supply-side economic reform.

In recent times, the Trump administration sees the sweet state of U.S. economic expansion as of early-July 2018. The latest CNBC All-America Economic Survey

+See More

Apple files an appeal to overturn the recent iPhone sales ban in China due to its patent infringement of Qualcomm proprietary technology.

Jonah Whanau

2018-12-17 08:43:00 Monday ET

Apple files an appeal to overturn the recent iPhone sales ban in China due to its patent infringement of Qualcomm proprietary technology.

Apple files an appeal to overturn the recent iPhone sales ban in China due to its patent infringement of Qualcomm proprietary technology. This recent ban of

+See More

Daron Acemoglu and James Robinson show that good inclusive institutions contribute to better long-run economic growth.

Monica McNeil

2023-06-14 10:26:00 Wednesday ET

Daron Acemoglu and James Robinson show that good inclusive institutions contribute to better long-run economic growth.

Daron Acemoglu and James Robinson show that good inclusive institutions contribute to better long-run economic growth. Daron Acemoglu and James Robinson

+See More

Artificial intelligence, 5G, and virtual reality can help transform global trade, finance, and technology.

Peter Prince

2021-05-20 10:30:00 Thursday ET

Artificial intelligence, 5G, and virtual reality can help transform global trade, finance, and technology.

Artificial intelligence, 5G, and virtual reality can help transform global trade, finance, and technology. Core trade technological advances and disruptive

+See More

Jared Diamond delves into how some societies fail, succeed, and revive in global human history.

Becky Berkman

2023-08-28 08:26:00 Monday ET

Jared Diamond delves into how some societies fail, succeed, and revive in global human history.

Jared Diamond delves into how some societies fail, succeed, and revive in global human history. Jared Diamond (2004)   Collapse: how societies

+See More

U.S. Treasury officially designates China a key currency manipulator in the broader context of Sino-American trade dispute resolution.

Becky Berkman

2019-09-15 14:35:00 Sunday ET

U.S. Treasury officially designates China a key currency manipulator in the broader context of Sino-American trade dispute resolution.

U.S. Treasury officially designates China a key currency manipulator in the broader context of Sino-American trade dispute resolution. The U.S. Treasury cla

+See More