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

This infographic visualization summarizes the key habits and investment styles of highly successful entrepreneurs.

Chanel Holden

2017-12-19 09:39:00 Tuesday ET

This infographic visualization summarizes the key habits and investment styles of highly successful entrepreneurs.

From Oprah Winfrey​ to Bill Gates​, this infographic visualization summarizes the key habits and investment styles of highly successful entrepreneurs:

+See More

Capital gravitates toward key profitable mutual funds until the marginal asset return equilibrates near the core stock market benchmark.

Peter Prince

2019-07-27 17:37:00 Saturday ET

Capital gravitates toward key profitable mutual funds until the marginal asset return equilibrates near the core stock market benchmark.

Capital gravitates toward key profitable mutual funds until the marginal asset return equilibrates near the core stock market benchmark. As Stanford finance

+See More

JPMorgan Chase CEO Jamie Dimon views wealth inequality as a major economic problem in America.

Monica McNeil

2019-12-19 14:43:00 Thursday ET

JPMorgan Chase CEO Jamie Dimon views wealth inequality as a major economic problem in America.

JPMorgan Chase CEO Jamie Dimon views wealth inequality as a major economic problem in America. Dimon now warns that the rich Americans have been getting wea

+See More

The Chinese Xi administration may choose to leverage its state dominance of rare-earth elements to better balance the current Sino-U.S. trade war.

Dan Rochefort

2019-06-13 10:26:00 Thursday ET

The Chinese Xi administration may choose to leverage its state dominance of rare-earth elements to better balance the current Sino-U.S. trade war.

The Chinese Xi administration may choose to leverage its state dominance of rare-earth elements to better balance the current Sino-U.S. trade war. In recent

+See More

China turns on its 5G telecom networks in the hot pursuit of global tech supremacy.

Becky Berkman

2019-12-07 11:30:00 Saturday ET

China turns on its 5G telecom networks in the hot pursuit of global tech supremacy.

China turns on its 5G telecom networks in the hot pursuit of global tech supremacy. China Telecom, China Unicom, and China Mobile disclose 5G fees of $18-$2

+See More

The Trump fiscal trifecta of lower income taxation, new infrastructure, and deregulation has yet to run its natural course.

Becky Berkman

2017-04-25 06:35:00 Tuesday ET

The Trump fiscal trifecta of lower income taxation, new infrastructure, and deregulation has yet to run its natural course.

This nice and clear infographic visualization helps us better decipher the main memes and themes of President Donald Trump's first 100 days in office.

+See More