Friday, May 18, 2018

Showdown As CBS Board Defies Shari Redstone

Early Thursday, a Delaware court handed Shari Redstone and her family-owned National Amusements an important legal victory in a fight for control of CBS.

Just hours later, CBS' board of directors responded with a vote to reduce Redstone's control – but the battle is far from over, reports CBS News.

Redstone's National Amusements is the controlling shareholder of CBS, and the court's ruling Thursday lets it challenge the vote by CBS' board.

The vote by CBS' board would let it issue a dividend that dilutes Redstone's preferred stock voting power to roughly 20 percent from the current 79 percent. Such a move would effectively give CBS independence from National Amusements.

CBS had sought a restraining order this week to block Redstone, president and controlling shareholder of National Amusements, from making changes to the board. The court's decision could boost Redstone's long-stated efforts to merge CBS with entertainment giant Viacom, which National Amusements also controls.

"The court's ruling today represents a vindication of National Amusements' right to protect its interests," the company said in a statement. "As we intend to demonstrate as the case proceeds, the actions of CBS and its special committee amount to a grievous breach of fiduciary duties and show no regard for the significant risk posed to CBS and its investors."

CBS has said combining with Viacom is not in the best interests of shareholders.

Although Delaware court Chancellor Andre Bouchard said in the ruling there was no legal precedent for granting CBS's request for a restraining order, he said the company could challenge National Amusements in court if it takes actions that could harm shareholders. In a statement, CBS signaled that it may pursue further legal action against National Amusements.

In what may end up as a largely symbolic move, CBS announced late Thursday that its board of directors had voted to issue a dividend equivalent to 0.5867 in non-voting shares for each voting share. That would dilute Shari Redstone's preferred stock voting power to roughly 20 percent from the current 79 percent.

CBS also said it is postponing its annual shareholders meeting, which had been scheduled for Friday.

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