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In Re Viacom Inc Stockholders Litigation
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE VIACOM INC. ) CONSOLIDATED STOCKHOLDERS LITIGATION ) C.A. No. 2019-0948-JRS MEMORANDUM OPINION Date Submitted: September 15, 2020 Date Decided: December 29, 2020 Corrected: December 30, 2020 Gregory V. Varallo, Esquire of Bernstein Litowitz Berger & Grossmann LLP, Wilmington, Delaware; Jeroen van Kwawegen, Esquire, Edward G. Timlin, Esquire, Andrew E. Blumberg, Esquire and Daniel E. Meyer, Esquire of Bernstein Litowitz Berger & Grossmann LLP, New York, New York, Attorneys for Lead Plaintiff California Public Employees’ Retirement System. Chad Johnson, Esquire, Noam Mandel, Esquire and Desiree Cummings, Esquire of Robbins Geller Rudman & Dowd LLP, New York, New York; Christopher H. Lyons, Esquire of Robbins Geller Rudman & Dowd LLP, Nashville, Tennessee, Attorneys for Additional Plaintiff Park Employees’ and Retirement Board Employees’ Annuity and Benefit Fund of Chicago. Francis A. Bottini, Jr., Esquire and Anne B. Beste, Esquire of Bottini & Bottini, Inc., La Jolla, California, Attorneys for Additional Plaintiff Louis M. Wilen. Matthew E. Fischer, Esquire, Michael A. Pittenger, Esquire, Christopher N. Kelly, Esquire, J. Matthew Belger, Esquire, Jacqueline A. Rogers, Esquire and Callan R. Jackson, Esquire of Potter Anderson & Corroon LLP, Wilmington, Delaware and Victor L. Hou, Esquire, Rahul Mukhi, Esquire and Mark E. McDonald, Esquire of Cleary Gottlieb Steen & Hamilton LLP, New York, New York, Attorneys for Defendants National Amusements, Inc., NAI Entertainment Holdings LLC, and Shari E. Redstone. Gregory P. Williams, Esquire, Blake Rohrbacher, Esquire and Kevin M. Regan, Esquire of Richards, Layton & Finger, P.A., Wilmington, Delaware and Robert H. Baron, Esquire, Gary A. Bornstein, Esquire and Rory A. -
Cbs Corporation
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2007 CBS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-09553 04-2949533 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification incorporation) Number) 51 West 52nd Street, New York, New York 10019 (Address of principal executive offices) (zip code) Registrant’s telephone number, including area code: (212) 975-4321 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On March 13, 2007, CBS Corporation (the “Company”) announced the entering into of an amendment to the employment agreement between the Company and Sumner M. Redstone, the Company’s Executive Chairman of the Board of Directors and Founder (the “Redstone Amendment”). -
A Stark Portrait of Media Mogul Sumner Redstone: Ex-Girlfriend Says He's 'A Living Ghost' - LA Times
12/17/2015 A stark portrait of media mogul Sumner Redstone: Ex-girlfriend says he's 'a living ghost' - LA Times ENTERTAINMENT / ENVELOPE / COMPANY TOWN A stark portrait of media mogul Sumner Redstone: Ex-girlfriend says he's 'a living ghost' Sumner Redstone is flanked by Sydney Holland, left, and Manuela Herzer. Until recently both were residents of Redstone’s hilltop estate in Beverly Park. (Billy Bennight / ZUMAPRESS.com) By Meg James • Contact Reporter DECEMBER 17, 2015, 3:00 AM eyond the gates of an exclusive Beverly Hills enclave, a roundtheclock crew of more than a dozen staff members — nurses, housekeepers, security guards and a loyal limousine driver — B tend to the every need of Sumner Redstone. The ailing 92yearold executive chairman of Viacom Inc. and CBS Corp. is largely confined to his 15,355 squarefoot mansion with eight bathrooms, gigantic tanks of tropical fish and four dogs, including two longhaired Dachshunds named Arthur and Murray. Once bustling with activity, the compound is quieter these days. The girlfriends are gone. Football, basketball and CNBC still play on the giant TVs, but the once razorsharp mogul lacks interest. He perks http://www.latimes.com/entertainment/envelope/cotown/la-et-ct-sumner-redstone-saga-20151217-story.html 1/7 12/17/2015 A stark portrait of media mogul Sumner Redstone: Ex-girlfriend says he's 'a living ghost' - LA Times up during visits with his grandchildren, friends, his physician, lawyers and executives from New York — but those visits also cause frustration because Redstone has lost the ability to clearly articulate his words. -
Cbs Corporation Reports First Quarter 2007 Results
CBS CORPORATION REPORTS FIRST QUARTER 2007 RESULTS Revenues Up 2% to $3.7 Billion with Increases at Television, Publishing and Outdoor Net Earnings From Continuing Operations Up 8% to $254 Million and EPS of $.33 Per Diluted Share, Each Adjusted For Radio Station Divestitures Free Cash Flow Up 17% to $753 Million New York, New York, May 3, 2007 – CBS Corporation (NYSE: CBS.A and CBS) today reported results for the first quarter ended March 31, 2007. "I'm very pleased with CBS Corporation's first quarter performance," said Sumner Redstone, Executive Chairman, CBS Corporation. "Strong free cash flow growth and an increase in adjusted earnings per share reflect the strength and vitality of our businesses. CBS creates some of the most popular content in the world, and we're beginning to monetize it effectively with new distribution platforms. I am very confident that Leslie and his team will continue to create value for shareholders by building our core operations while capitalizing upon interactive opportunities." "This first quarter showcased CBS’s ability to leverage our broad, mass audiences into solid financial results," said Leslie Moonves, President and Chief Executive Officer, CBS Corporation. "The success of the Super Bowl, Final Four, Grammys as well as our overall schedule proved that our core broadcasting business is strong, a position that is strengthening as interactive technologies become mainstream. To this end, we created the CBS Interactive Audience Network to greatly increase the reach of our core content, and to secure new platforms that can help us create next-generation content as well. What’s more, we continue to invest in online and interactive companies that complement our core businesses. -
Filing Under Rule 425 Under the Securities Act of 1933, As Amended Subject Company: Viacom Inc
Filing under Rule 425 under the Securities Act of 1933, as amended Subject Company: Viacom Inc. Subject Company's Commission File No.: 001-09553 TO: All Viacom Employees FROM: Sumner Redstone DATE: June 14, 2005 We have some very exciting and important news to share with you. Today, the Viacom Board of Directors approved the creation of two separate publicly traded companies from Viacom's businesses through a spin-off to Viacom shareholders. Even for a company with a history of industry-leading milestones and significant successes, this is a landmark announcement. This decision was the result of careful and thorough deliberation by the Viacom Board of Directors, who, working with me and with the Viacom management team, considered a number of strategic options that we felt could maximize the future growth of our businesses and unlock the value of our assets. Viacom's businesses are vibrant and we believe that the creation of two separate companies will not only enhance our strength, but also improve our strategic, operational and financial flexibility. In many ways, today's decision is a natural extension of the path we laid out in creating Viacom. We are retaining the significant advantages we captured in the Paramount and CBS mergers and, at the same time, recognizing the need to adapt to a changing competitive environment. We are proud of what we have created here at Viacom, and want to ensure we can efficiently capitalize on our skills and our innovative ideas, as well as all the business opportunities that arise -- while recognizing the significant untapped business and investment potential of our brands. -
CBS Corporation Announces Final Results of CBS Outdoor Exchange Offer
July 15, 2014 CBS Corporation Announces Final Results Of CBS Outdoor Exchange Offer NEW YORK, July 15, 2014 /PRNewswire/ -- CBS Corporation (NYSE: CBS.A and CBS) today announced the final results of its offer to shareholders to exchange their shares of CBS Class B Common stock for up to 97 million shares of CBS Outdoor Americas Inc. (NYSE: CBSO) common stock that are owned by CBS. The exchange offer expired at 12:00 midnight, New York City time, on July 9, 2014. Under the terms of the offer, 2.1689 shares of CBS Outdoor common stock will be exchanged for each share of CBS Class B common stock accepted in the offer. CBS accepted 44,723,131 of the tendered shares in exchange for 97 million shares of CBS Outdoor common stock owned by CBS. Because the exchange offer was oversubscribed, CBS accepted tendered shares of CBS Class B common stock on a pro rata basis in proportion to the total number of shares validly tendered and not validly withdrawn. Shareholders who owned fewer than 100 shares of CBS Class B common stock, or an "odd lot," and who validly tendered all of their shares, were not subject to proration in accordance with the terms of the exchange offer. All of such shares have been accepted. The final proration factor of approximately 14.7740% was applied to all other shares of CBS Class B common stock that were validly tendered and not validly withdrawn to determine the number of such shares that have been accepted from each tendering shareholder. Based on the final count by the exchange agent Wells Fargo Bank, N.A., the final result -
TEGNA and CBS Renew Affiliation Agreement
TEGNA and CBS Renew Affiliation Agreement August 27, 2015 10 Million Television Households Across 10 Markets Covered in New Deal New Deal Includes Launch of CBS All Access NEW YORK & MCLEAN, Va.--(BUSINESS WIRE)--Aug. 27, 2015-- CBS Corporation (NYSE: CBS.A and CBS) and TEGNA Inc. (NYSE: TGNA) have announced a comprehensive deal that renews station affiliation agreements for 10 TEGNA Media markets nationwide. The markets renewed cover over nine percent of the U.S. and serve more than 10 million households. The new deal also includes TEGNA’s participation in CBS All Access, the company’s digital subscription, video on demand and Nielsen-measured live streaming service. The addition of all TEGNA CBS-affiliated stations will expand the live linear feed coverage of CBS All Access to 85 percent of U.S. households by year-end. “TEGNA is an important and valued broadcasting partner,” said Ray Hopkins, President, Television Networks Distribution, CBS Corporation. “We are pleased that in extending this deal, our largest affiliate station group realizes the value CBS programming provides to their stations. The broad launch of CBS All Access by every TEGNA CBS-affiliated station is indicative of our strong partnership with TEGNA, which we look forward to continuing to build upon for many years to come.” “This agreement will benefit both companies in the near and long-term,” said Dave Lougee, President, TEGNA Media. “TEGNA Media is a longtime proud partner of the CBS Television Network, and we look forward to a strong relationship for years to come.” The agreement includes renewals for TEGNA-owned CBS affiliates: WUSA in Washington, D.C.; WTSP in Tampa, FL.; WFMY in Greensboro, NC; KTHV in Little Rock, AR; WLTX in Columbia, SC; WMAZ in Macon, GA; KREM in Spokane, WA; KHOU in Houston, TX; KENS in San Antonio, TX; and WWL in New Orleans, LA. -
Joint Statement of Sumner M. Redstone Chairman and Chief Executive Officer Viacom Inc
CORE Metadata, citation and similar papers at core.ac.uk Provided by Indiana University Bloomington Maurer School of Law Federal Communications Law Journal Volume 52 | Issue 3 Article 3 5-2000 Joint Statement of Sumner M. Redstone Chairman and Chief Executive Officer Viacom Inc. and Mel Karmazin President and Chief Executive Officer of CBS Corp. Summer M. Redstone Viacom Mel Karmazin CBS Follow this and additional works at: http://www.repository.law.indiana.edu/fclj Part of the Antitrust and Trade Regulation Commons, and the Communications Law Commons Recommended Citation Redstone, Summer M. and Karmazin, Mel (2000) "Joint Statement of Sumner M. Redstone Chairman and Chief Executive Officer Viacom Inc. and Mel Karmazin President and Chief Executive Officer of CBS Corp.," Federal Communications Law Journal: Vol. 52: Iss. 3, Article 3. Available at: http://www.repository.law.indiana.edu/fclj/vol52/iss3/3 This Article is brought to you for free and open access by the Law School Journals at Digital Repository @ Maurer Law. It has been accepted for inclusion in Federal Communications Law Journal by an authorized administrator of Digital Repository @ Maurer Law. For more information, please contact [email protected]. Joint Statement of Sumner M. Redstone Chairman and Chief Executive Officer Viacom Inc. and Mel Karmazin President and Chief Executive Officer of CBS Corp.* Viacom CBS I. INTRODUCTION ............................................................................. 499 II. DEPARTMENT OF JUSTICE REVIEW .............................................. 503 III. FEDERAL COMMUNICATIONS COMMISSION REVIEW ................... 507 I. INTRODUCTION On September 6, 1999, Viacom Inc. and CBS Corporation agreed to combine the two companies in a merger of equals. Sumner Redstone will lead the new company, to be called Viacom, in his continued role as Chairman and Chief Executive Officer, as well as majority shareholder. -
COMMONWEALTH of MASSACHUSETTS the TRIAL COURT PROBATE and FAMILY COURT NORFOLK, Ss
COMMONWEALTH OF MASSACHUSETTS THE TRIAL COURT PROBATE AND FAMILY COURT NORFOLK, ss Philippe Dauman and George S. Abrams, as Docket _________________ Trustees of the SUMNER M. REDSTONE NATIONAL AMUSEMENTS TRUST, Plaintiffs COMPLAINT IN EQUITY v. Shari Redstone, Tyler Korff, Norman I. Jacobs, David Andelman, Leonard Lewin, Trustees; Sumner Redstone, Trustee and Beneficiary of the SUMNER M. REDSTONE NATIONAL AMUSEMENTS TRUST Plaintiffs Philippe Dauman and George S. Abrams, by their undersigned attorneys, hereby file this Complaint in Equity and action for declaratory judgment pursuant to Mass. Gen. Laws ch. 215, § 6 and Mass. Gen. Laws ch. 231A § 1, and allege, upon personal knowledge and upon information and belief, as follows: PRELIMINARY STATEMENT 1. This is a case in which an ailing 92 year old man’s multi-billion dollar businesses have been seized by an estranged daughter who has manipulated her father to achieve her goals. 2. The father is in the grip of a neurological disorder and other serious ailments and is dependeDeadlinent on his daughter for care and sustenance. A lawyer with whom Mr. Redstone has never before been associated has served notice that the father has suddenly embraced his daughter’s long denied wishes for control of his businesses . 3. The father is the legendary businessman Sumner M. Redstone, a nominal defendant in this action who controls National Amusements, Inc. and its subsidiaries (collectively, “NAI”), Viacom Inc. and CBS Corporation. The daughter is defendant Shari Redstone. And her actions have generated enormous potential for injury to her father and her father’s companies and their shareholders and thousands of employees. -
In the Court of Chancery of the State of Delaware in Re
EFiled: Mar 04 2020 04:02PM EST Transaction ID 64789431 Case No. 2019-0948-JRS IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CONSOLIDATED IN RE VIACOM INC. STOCKHOLDERS C.A. No. 2019-0948-JRS LITIGATION PUBLIC VERSION AS FILED MARCH 4, 2020 FIRST AMENDED VERIFIED CLASS ACTION COMPLAINT Plaintiff California Public Employees’ Retirement System (“CalPERS”), Park Employees’ and Retirement Board Employees’ Annuity and Benefit Fund of Chicago (“Chicago Park”), and Louis M. Wilen (together with CalPERS and Chicago Park, “Plaintiffs”) submit this First Amended Verified Class Action Complaint directly on behalf of itself and all other similarly situated public stockholders of Viacom, Incorporated (“Viacom” or the “Company”), against the defendants named herein for breaches of fiduciary duty in their capacity as directors, officers, and/or controlling stockholders of the Company. The allegations in this Complaint are made upon Plaintiffs’ knowledge as to themselves, and, as to all other matters, upon information and belief, including the investigation of undersigned counsel of publicly available information and extensive books and records produced by the Company.1 1 Pursuant to the applicable confidentiality agreement, the Company is only entitled to general incorporation of documents produced in response to the Section 220 Demand if it provides specific certification as to the completeness of the production within the scope negotiated amongst the parties. Despite several requests to the Company for certification of completion, the Company has not so certified. THIS DOCUMENT IS A CONFIDENTIAL FILING. ACCESS IS PROHIBITED EXCEPT AS AUTHORIZED BY COURT ORDER. NATURE AND SUMMARY OF THE ACTION “A Reunited CBS and Viacom Will Mark the End of a Four-Year Battle for Shari Redstone.” Variety, August 13, 2019. -
The Academy of Science Fiction, Fantasy & Horror
The Academy of Science Fiction, Fantasy & Horror Films 334 West 54th Street Los Angeles, California 90037-3806 Phone: (323) 752-5811 e-mail: [email protected] Robert Holguin (President) Dr. Donald A. Reed (Founder) Publicity Contact: Karl Williams [email protected] (310) 493-3991 “Gravity” and “The Hobbit: The Desolation of Smaug” soar with 8 Saturn Award nominations, “The Hunger Games: Catching Fire,” scores with 7, “Iron Man 3,” “Pacific Rim,” “Star Trek Into Darkness and Thor: The Dark World lead with 5 nominations apiece for the 40th Annual Saturn Awards, while “Breaking Bad,” “Falling Skies,” and “Game of Thrones” lead on TV in an Epic Year for Science Fiction, Fantasy and Horror LOS ANGELES – February 26, 2014 – Alfonso Cuaron’s Gravity and Peter Jackson’s The Hobbit: The Desolation of Smaug both received 8 nominations as the Academy of Science Fiction, Fantasy & Horror Films today announced nominations for the 40th Annual Saturn Awards, which will be presented in June. Other major contenders that received major nominations were The Hunger Games: Catching Fire, Guillermo del Toro’s Pacific Rim, Star Trek Into Darkness, The Book Thief, Her, Oz The Great anD Powerful and Ron Howard’s Rush. Also making a strong showing was the folk music fable InsiDe Llewyn Davis from Joel and Ethan Coen highlighting their magnificent and original work. And Scarlett Johansson was the first Best Supporting Actress to be nominated for her captivating vocal performance in Spike Jones’ fantasy romance Her. For the Saturn’s stellar 40th Anniversary celebration, two new categories have been added to reflect the changing times; Best Comic-to-Film Motion Picture will see Warner’s Man of Steel duking it out against Marvel’s Iron Man 3, Thor: The Dark WorlD and The Wolverine! The second new category is Best Performance by a Younger Actor in a Television Series – highlighting the most promising young talent working in TV today. -
Visual Culture and Us-Cuban Relations, 1945-2000
University of New Mexico UNM Digital Repository History ETDs Electronic Theses and Dissertations 9-10-2010 INTIMATE ENEMIES: VISUAL CULTURE AND U.S.-CUBAN RELATIONS, 1945-2000 Blair Woodard Follow this and additional works at: https://digitalrepository.unm.edu/hist_etds Recommended Citation Woodard, Blair. "INTIMATE ENEMIES: VISUAL CULTURE AND U.S.-CUBAN RELATIONS, 1945-2000." (2010). https://digitalrepository.unm.edu/hist_etds/87 This Dissertation is brought to you for free and open access by the Electronic Theses and Dissertations at UNM Digital Repository. It has been accepted for inclusion in History ETDs by an authorized administrator of UNM Digital Repository. For more information, please contact [email protected]. INTIMATE ENEMIES: VISUAL CULTURE AND U.S.-CUBAN RELATIONS, 1945-2000 BY BLAIR DEWITT WOODARD B.A., History, University of California, Santa Barbara, 1992 M.A., Latin American Studies, University of New Mexico, 2001 M.C.R.P., Planning, University of New Mexico, 2001 DISSERTATION Submitted in Partial Fulfillment of the Requirements for the Degree of Doctor of Philosophy History The University of New Mexico Albuquerque, New Mexico May, 2010 © 2010, Blair D. Woodard iii ACKNOWLEDGEMENTS The writing of my dissertation has given me the opportunity to meet and work with a multitude of people to whom I owe a debt of gratitude while completing this journey. First and foremost, I wish to thank the members of my committee Linda Hall, Ferenc Szasz, Jason Scott Smith, and Alyosha Goldstein. All of my committee members have provided me with countless insights, continuous support, and encouragement throughout the writing of this dissertation and my time at the University of New Mexico.