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

America and China play the game of chicken over trade and technology.

John Fourier

2018-05-01 11:38:00 Tuesday ET

America and China play the game of chicken over trade and technology.

America and China play the game of chicken over trade and technology, whereas, most market observers and economic media commentators hope the Trump team to

+See More

President Trump ramps up 25% tariffs on $200 billion Chinese imports soon after China backtracks on the Sino-U.S. trade agreement.

Rose Prince

2019-05-09 10:28:00 Thursday ET

President Trump ramps up 25% tariffs on $200 billion Chinese imports soon after China backtracks on the Sino-U.S. trade agreement.

President Trump ramps up 25% tariffs on $200 billion Chinese imports soon after China backtracks on the Sino-American trade agreement. U.S. trade envoy Robe

+See More

Corporate cash management

Jacob Miramar

2022-03-25 09:34:00 Friday ET

Corporate cash management

Corporate cash management The empirical corporate finance literature suggests four primary motives for firms to hold cash. These motives include the tra

+See More

Dallas Federal Reserve Bank President Robert Kaplan expects the U.S. economy to grow at 2.2%-2.5% in 2019-2020.

Becky Berkman

2019-06-11 12:33:00 Tuesday ET

Dallas Federal Reserve Bank President Robert Kaplan expects the U.S. economy to grow at 2.2%-2.5% in 2019-2020.

Dallas Federal Reserve Bank President Robert Kaplan expects the U.S. economy to grow at 2.2%-2.5% in 2019-2020 as inflation rises a bit. In an interview wit

+See More

Angus Deaton analyzes the correlation between health and wealth in light of the economic origins of inequality worldwide.

James Campbell

2023-04-21 12:39:00 Friday ET

Angus Deaton analyzes the correlation between health and wealth in light of the economic origins of inequality worldwide.

Angus Deaton analyzes the correlation between health and wealth in light of the economic origins of inequality worldwide. Angus Deaton (2015)  

+See More

The Chinese central bank has to circumvent offshore imports-driven inflation due to Renminbi currency misalignment.

Amy Hamilton

2019-07-07 18:36:00 Sunday ET

The Chinese central bank has to circumvent offshore imports-driven inflation due to Renminbi currency misalignment.

The Chinese central bank has to circumvent offshore imports-driven inflation due to Renminbi currency misalignment. Even though China keeps substantial fore

+See More