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.
2022-11-05 11:32:00 Saturday ET
CEO overconfidence and corporate performance Malmendier and Tate (JFE 2008, JF 2005) argue that overconfident CEOs are more likely to initiate mergers an
2019-02-28 12:39:00 Thursday ET
New York Fed CEO John Williams sees no need to raise the interest rate unless economic growth or inflation rises to a high gear. After raising the interest
2020-06-03 09:31:00 Wednesday ET
Lean enterprises often try to incubate disruptive innovations with iterative continuous improvements and inventions over time. Trevor Owens and Obie Fern
2023-05-31 03:15:40 Wednesday ET
The U.S. further derisks and decouples from China. Why does the U.S. seek to further economically decouple from China? In recent times, th
2017-12-19 09:39:00 Tuesday ET
From Oprah Winfrey to Bill Gates, this infographic visualization summarizes the key habits and investment styles of highly successful entrepreneurs:
2019-12-30 11:28:00 Monday ET
AYA Analytica finbuzz podcast channel on YouTube December 2019 In this podcast, we discuss several topical issues as of December 2019: (1) The Trump adm