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

The Trump team receives a 3.2% first-quarter GDP boost as Federal Reserve halts the next interest rate hike in May 2019.

Olivia London

2019-05-07 09:30:00 Tuesday ET

The Trump team receives a 3.2% first-quarter GDP boost as Federal Reserve halts the next interest rate hike in May 2019.

The Trump team receives a 3.2% first-quarter GDP boost as Fed Chair Jay Powell halts the next interest rate hike in early-May 2019. This smooth upward econo

+See More

Bridgewater hedge fund founder Ray Dalio suggests that the current state of U.S. capitalism poses an existential threat for many Americans.

Daphne Basel

2019-04-25 09:35:00 Thursday ET

Bridgewater hedge fund founder Ray Dalio suggests that the current state of U.S. capitalism poses an existential threat for many Americans.

Bridgewater hedge fund founder Ray Dalio suggests that the current state of U.S. capitalism poses an existential threat for many Americans. Dalio deems the

+See More

What are our proprietary alpha stock signals?

Andy Yeh Alpha

2020-09-11 10:22:00 Friday ET

What are our proprietary alpha stock signals?

AYA fintech network platform provides proprietary alpha stock signals and personal finance tools. In recent times, we have completed our fresh website up

+See More

Daniel Goleman explains why great mental focus serves as a vital mainstream driver of personal growth, success, virtue, happiness, and fulfillment in life, business, innovation, and entrepreneurship.

Jonah Whanau

2025-06-28 10:39:00 Saturday ET

Daniel Goleman explains why great mental focus serves as a vital mainstream driver of personal growth, success, virtue, happiness, and fulfillment in life, business, innovation, and entrepreneurship.

Former New York Times science author and Harvard psychologist Daniel Goleman explains why great mental focus serves as a vital mainstream driver of personal

+See More

Edge strategies help business leaders improve core products and services in a more cost-effective and less risky way.

John Fourier

2020-09-24 10:26:00 Thursday ET

Edge strategies help business leaders improve core products and services in a more cost-effective and less risky way.

Edge strategies help business leaders improve core products and services in a more cost-effective and less risky way. Alan Lewis and Dan McKone (2016)

+See More

It may be illegal for institutional investors to buy-and-hold large equity stakes in a less competitive industry with high market concentration.

Olivia London

2017-11-27 07:39:00 Monday ET

It may be illegal for institutional investors to buy-and-hold large equity stakes in a less competitive industry with high market concentration.

Is it anti-competitive and illegal for passive indexers and mutual funds to place large stock bets in specific industries with high market concentration? Ha

+See More