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

Treasury Secretary Steve Mnuchin indicates that the Trump team puts the trade war with China on hold.

Olivia London

2018-05-19 09:29:00 Saturday ET

Treasury Secretary Steve Mnuchin indicates that the Trump team puts the trade war with China on hold.

Treasury Secretary Steve Mnuchin indicates that the Trump team puts the trade war with China on hold. The interim suspension of U.S. tariffs should offer in

+See More

Barry Eichengreen compares the Great Depression of the 1930s and the Great Recession as historical episodes of economic woes.

Olivia London

2023-03-21 11:28:00 Tuesday ET

Barry Eichengreen compares the Great Depression of the 1930s and the Great Recession as historical episodes of economic woes.

Barry Eichengreen compares the Great Depression of the 1930s and the Great Recession as historical episodes of economic woes. Barry Eichengreen (2016)

+See More

A Harvard MBA graduate Camilo Maldonado shares several life lessons and wise insights into personal finance.

James Campbell

2019-05-17 15:24:00 Friday ET

A Harvard MBA graduate Camilo Maldonado shares several life lessons and wise insights into personal finance.

A Harvard MBA graduate Camilo Maldonado shares several life lessons and wise insights into personal finance. People can leverage stock market investments an

+See More

President Donald Trump blames China for the long prevalent U.S. trade deficits and several other social and economic deficiencies.

Apple Boston

2025-01-22 08:35:08 Wednesday ET

President Donald Trump blames China for the long prevalent U.S. trade deficits and several other social and economic deficiencies.

President Donald Trump blames China for the long prevalent U.S. trade deficits and several other social and economic deficiencies. In recent years, Pres

+See More

A brief biography of Dr Andy Yeh

Andy Yeh Alpha

2023-06-19 10:31:00 Monday ET

A brief biography of Dr Andy Yeh

A brief biography of Dr Andy Yeh (PhD, MFE, MMS, BMS, FRM, and USPTO patent accreditation) Dr Andy Yeh is responsible for ensuring maximum sustainable me

+See More

New computer algorithms and passive mutual fund managers now run the stock market.

Joseph Corr

2019-11-17 14:43:00 Sunday ET

New computer algorithms and passive mutual fund managers now run the stock market.

New computer algorithms and passive mutual fund managers run the stock market. Morningstar suggests that the total dollar amount of passive equity assets re

+See More