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 administration introduces new tariffs on $50 billion Chinese goods amid the persistent bilateral trade dispute.

Laura Hermes

2018-06-09 16:40:00 Saturday ET

The Trump administration introduces new tariffs on $50 billion Chinese goods amid the persistent bilateral trade dispute.

The Trump administration introduces new tariffs on $50 billion Chinese goods amid the persistent bilateral trade dispute. The tariffs effectively boost cost

+See More

Personal finance author William Danko shares 3 top secrets for better wealth creation.

Rose Prince

2018-12-01 11:37:00 Saturday ET

Personal finance author William Danko shares 3 top secrets for better wealth creation.

As the solo author of the books Millionaire Next Door and Richer Than Millionaire, William Danko shares 3 top secrets for *better wealth creation*. True pro

+See More

The financial services industry needs fewer banks worldwide.

Daphne Basel

2022-08-30 10:32:00 Tuesday ET

The financial services industry needs fewer banks worldwide.

The financial services industry needs fewer banks worldwide. As long as banks have existed in human history, their managers have realized how not all dep

+See More

Ivanka Trump softens her father's brash and combative image with a social agenda toward female empowerment.

Fiona Sydney

2017-06-09 06:37:00 Friday ET

Ivanka Trump softens her father's brash and combative image with a social agenda toward female empowerment.

To complement President Trump's pro-business economic policies such as low taxation, new infrastructure, greater job creation, and technological in

+See More

Top tech firms such as Google, Intel, and Qualcomm suspend Android services to HuaWei as the Trump administration blacklists the Chinese company.

Jonah Whanau

2019-06-01 10:33:00 Saturday ET

Top tech firms such as Google, Intel, and Qualcomm suspend Android services to HuaWei as the Trump administration blacklists the Chinese company.

Top tech firms such as Google, Intel, and Qualcomm suspend Android services to HuaWei as the Trump administration blacklists the Chinese company. HuaWei can

+See More

Facebook, Apple, Microsoft, Google, and Amazon account for more than 15% of market capitalization of the U.S. stock market.

Jacob Miramar

2017-05-19 09:39:00 Friday ET

Facebook, Apple, Microsoft, Google, and Amazon account for more than 15% of market capitalization of the U.S. stock market.

FAMGA stands for Facebook, Apple, Microsoft, Google, and Amazon. These tech giants account for more than 15% of market capitalization of the American stock

+See More