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 Economist digs deep into the political economy of U.S. government shutdown over 3 days in January 2018.

Apple Boston

2018-01-13 08:39:00 Saturday ET

The Economist digs deep into the political economy of U.S. government shutdown over 3 days in January 2018.

The Economist digs deep into the political economy of U.S. government shutdown over 3 days in January 2018. In more than 4 years since 2014, U.S. government

+See More

Agile lean enterprises remain flexible and capable of reinvention in light of new megatrends such as digitization and servitization.

Amy Hamilton

2020-10-20 09:36:00 Tuesday ET

Agile lean enterprises remain flexible and capable of reinvention in light of new megatrends such as digitization and servitization.

Agile lean enterprises remain flexible and capable of reinvention in light of new megatrends such as digitization and servitization. Shane Cragun and Kat

+See More

American parents often worry about money and upward mobility for their children.

Becky Berkman

2019-01-03 10:38:00 Thursday ET

American parents often worry about money and upward mobility for their children.

American parents often worry about money and upward mobility for their children. A recent New York Times survey suggests that nowadays American parents spen

+See More

President Trump meets the CEOs of tech titans such as Apple, Microsoft, Google, and Amazon.

John Fourier

2017-06-15 07:32:00 Thursday ET

President Trump meets the CEOs of tech titans such as Apple, Microsoft, Google, and Amazon.

President Donald Trump has discussed with the CEOs of large multinational corporations such as Apple, Microsoft, Google, and Amazon. This discussion include

+See More

Federal Reserve publishes its inaugural flagship financial stability report.

Peter Prince

2018-12-05 09:38:00 Wednesday ET

Federal Reserve publishes its inaugural flagship financial stability report.

Federal Reserve publishes its inaugural flagship financial stability report. Fed Chair Jerome Powell applauds both low inflation (2%) and low unemployment (

+See More

Central banks learn to weigh the monetary policy trade-offs between output and inflation expectations and macro-financial stress conditions.

Becky Berkman

2026-01-31 10:31:00 Saturday ET

Central banks learn to weigh the monetary policy trade-offs between output and inflation expectations and macro-financial stress conditions.

  In recent years, several central banks conduct, assess, and discuss the core lessons, rules, and challenges from their monetary policy framework rev

+See More