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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. -
A New #Metoo Result: Rejecting Notions of Romantic Consent with Executives
Texas A&M University School of Law Texas A&M Law Scholarship Faculty Scholarship 1-2019 A New #MeToo Result: Rejecting Notions of Romantic Consent with Executives Michael Z. Green Texas A & M University School of Law, [email protected] Follow this and additional works at: https://scholarship.law.tamu.edu/facscholar Part of the Labor and Employment Law Commons Recommended Citation Michael Z. Green, A New #MeToo Result: Rejecting Notions of Romantic Consent with Executives, 23 Emp. Rts. & Emp. Pol'y J. 115 (2019). Available at: https://scholarship.law.tamu.edu/facscholar/1389 This Article is brought to you for free and open access by Texas A&M Law Scholarship. It has been accepted for inclusion in Faculty Scholarship by an authorized administrator of Texas A&M Law Scholarship. For more information, please contact [email protected]. A NEW #METOO RESULT: REJECTING NOTIONS OF ROMANTIC CONSENT WITH EXECUTIVES BY MICHAEL Z. GREEN* I. INTRODUCTION: #METOO AND THE GROWING DEBATE ON LEGAL CONSENT......................................... ..... 116 II. #METOO AND THE VILE USE OF POWER-DIFFERENTIAL BY EXECUTIVE HARASSERS ........................... ...... 121 III. #METOO BACKLASH AND CLAIMS OF UNCERTAINTY ABOUT WORKPLACE CONSENT ...................................... 126 A. Increasing "Unwelcome" Sexual Harassment Claims as a Result of #MeToo. ........................... ..... 126 B. Resulting Backlash Based on Consent and Unfair Process.......130 C. Dating at Work Being Unnecessarily Regulated........................135 D. Duplicitous Responses Based on Politics ......... ....... 136 E. The Aziz Ansari Experience. .......................... 139 F. Women as the Violators....................... 144 G. Much More Ado Than Should Be Due in the Workplace........... 145 IV. #METoo AND THE BACKBONE TO COME FORWARD DESPITE EXECUTIVE RETALIATION ............................... -
Uncovering Harassment Retaliation
AC138110-E1E8-41F2-9089-27FD4BDB2A65 .DOCX (DO NOT DELETE) 5/2/2021 9:17 AM UNCOVERING HARASSMENT RETALIATION Blair Druhan Bullock INTRODUCTION ............................................................................................................ 672 I. THE LAW THAT INFORMS AN EMPLOYER’S RESPONSE TO HARASSMENT .................................................................................................. 677 A. Employer Liability for Workplace Harassment ......................................... 678 B. Employer Liability for Retaliation ............................................................. 684 C. Liability Conundrum for Hostile Work Environment Harassment and Retaliation ................................................................................................. 687 II. MODELING AN EMPLOYER’S RESPONSE TO HARASSMENT .................... 688 III. EMPIRICAL ANALYSIS OF HARASSMENT RETALIATION .......................... 693 A. Existing Data and Data Limitations ....................................................... 693 B. EEOC Data, Statistics, and Empirical Results ....................................... 697 C. MSPB Data and Summary Statistics ........................................................ 700 D. MSPB Methodology and Results................................................................ 705 IV. TAKEAWAYS AND LEGAL IMPLICATIONS................................................... 712 A. Reforms Supported by the Data ................................................................. 713 B. Role for State Legislatures......................................................................... -
United States Securities and Exchange Commission
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): November 21, 2005 VIACOM INC. -------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-09553 04-2949533 - ------------------------------- ------------------------ ------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification incorporation) Number) 1515 Broadway, New York, NY 10036 -------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (212) 258-6000 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.): [X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Section 5 - Corporate Governance and Management Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal -
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. -
Deal with Top LICH Bid Faces Hurdles Wall St. Goes Nuts Over These Mad
GOTHAM GIGS ILLMATIC ! Filmmaker’s hip-hop doc to open CRAIN’S® NEW YORK BUSINESS Tribeca P. 1 0 VOL. XXX, NO. 14 WWW.CRAINSNEWYORK.COM APRIL 7-13, 2014 PRICE: $3.00 Wall St. goes nuts over these Mad Men Recent ad-tech IPOs raise expectation that similar Silicon Alley startups will go public BY MATTHEW FLAMM Advertising-technology companies, which have taken the mystery out of Don Draper’s old business and re- placed it with algorithms, got a big boost last week with the initial public offering of the Rubicon Project ad ex- change. The stock spiked more than 30% above its $15 opening price—and though Rubicon is based in Los Ange- les, its success inspired cheers and a sigh of relief across the ad-tech sector in New York, where at least a half- dozen companies are considered can- WHAT LIES BENEATH: didates for an IPO. A worker from Optical Ad tech may be among the most ar- Communications Group cane sectors in Silicon Alley, requiring checks on one of the See AD TECH on Page 28 company’s fiber-optic cables. Deal with top LICH Crossed Wires bid faces To make broadband BY MATTHEW FLAMM 1 gigabit per second (50 times faster service than what most New Yorkers faster and cheaper Mayor Bill de Blasio talks of making experience) for $70 a month. hurdles broadband cheaper and faster. One so- But New York’s subterranean sys- in slow and pricey lution may be lying beneath his feet. tem—built for telephone lines after As vetting process A vast conduit system runs the Great Blizzard of 1888 and owned New York, look no through Manhattan and the Bronx since 1891 by Empire City Subway, or begins, would-be that could support a thriving broad- ECS—also highlights the challenges operator’s plan further than .. -
Sagawkit Acceptancespeechtran
Screen Actors Guild Awards Acceptance Speech Transcripts TABLE OF CONTENTS INAUGURAL SCREEN ACTORS GUILD AWARDS ...........................................................................................2 2ND ANNUAL SCREEN ACTORS GUILD AWARDS .........................................................................................6 3RD ANNUAL SCREEN ACTORS GUILD AWARDS ...................................................................................... 11 4TH ANNUAL SCREEN ACTORS GUILD AWARDS ....................................................................................... 15 5TH ANNUAL SCREEN ACTORS GUILD AWARDS ....................................................................................... 20 6TH ANNUAL SCREEN ACTORS GUILD AWARDS ....................................................................................... 24 7TH ANNUAL SCREEN ACTORS GUILD AWARDS ....................................................................................... 28 8TH ANNUAL SCREEN ACTORS GUILD AWARDS ....................................................................................... 32 9TH ANNUAL SCREEN ACTORS GUILD AWARDS ....................................................................................... 36 10TH ANNUAL SCREEN ACTORS GUILD AWARDS ..................................................................................... 42 11TH ANNUAL SCREEN ACTORS GUILD AWARDS ..................................................................................... 48 12TH ANNUAL SCREEN ACTORS GUILD AWARDS .................................................................................... -
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. -
Sexual Harassment and Corporate Law
University of Chicago Law School Chicago Unbound Journal Articles Faculty Scholarship 2018 Sexual Harassment and Corporate Law Daniel Hemel Dorothy Shapiro Lund Follow this and additional works at: https://chicagounbound.uchicago.edu/journal_articles Part of the Law Commons Recommended Citation Daniel Hemel & Dorothy Shapiro Lund, "Sexual Harassment and Corporate Law," 118 Columbia Law Review 1583 (2018). This Article is brought to you for free and open access by the Faculty Scholarship at Chicago Unbound. It has been accepted for inclusion in Journal Articles by an authorized administrator of Chicago Unbound. For more information, please contact [email protected]. COLUMBIA LAW REVIEW VOL. 118 OCTOBER 2018 NO. 6 ARTICLES SEXUAL HARASSMENT AND CORPORATE LAW Daniel Hemel * & Dorothy S. Lund ** The #MeToo movement has shaken corporate America in recent months, leading to the departures of several high-profile executives as well as sharp stock price declines at a number of firms. Investors have taken notice and taken action: Shareholders at more than a half dozen publicly traded companies have filed lawsuits since the start of 2017 alleging that corporate fiduciaries breached state law duties or violated federal securities laws in connection with sexual harassment scandals. Additional suits are likely in the coming months. This Article examines the role of corporate and securities law in regulating and remedying workplace sexual misconduct. We specify the conditions under which corporate fiduciaries can be held liable under state law for perpetrating sexual misconduct or allowing it to occur. We also discuss the circumstances under which federal securities law requires issuers to disclose allegations against top executives and to reveal settlements of sexual misconduct claims. -
IN the COURT of CHANCERY of the STATE of DELAWARE NATIONAL AMUSEMENTS, INC., ) NAI ENTERTAINMENT HOLDINGS ) LLC, and SHARI REDSTONE, ) ) Plaintiffs, ) C.A
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE NATIONAL AMUSEMENTS, INC., ) NAI ENTERTAINMENT HOLDINGS ) LLC, and SHARI REDSTONE, ) ) Plaintiffs, ) C.A. No. _______ ) v. ) ) LESLIE “LES” MOONVES, CBS ) CORPORATION, GARY L. ) COUNTRYMAN, CHARLES K. ) GIFFORD, BRUCE S. GORDON, ) LINDA M. GRIEGO, MARTHA L. ) MINOW, JOSEPH A. CALIFANO, ) JR., WILLIAM S. COHEN, ) LEONARD GOLDBERG, ARNOLD ) KOPELSON, and DOUG MORRIS, ) ) Defendants. ) VERIFIED COMPLAINT Plaintiffs National Amusements, Inc. (“National Amusements”), NAI Entertainment Holdings LLC (“Holdings,” and together with National Amusements, “NAI”), and Shari Redstone (collectively, with NAI, “Plaintiffs”), by and through their undersigned counsel, upon knowledge as to themselves and otherwise upon information and belief, allege for their Verified Complaint herein as follows: NATURE OF THE ACTION 1. This case is about extraordinary, unjustified and unlawful actions by certain of the Directors (the “Director Defendants”) of CBS Corporation (“CBS” or the “Company,” and together with the Director Defendants, “Defendants”) to unilaterally dilute the voting rights of its controlling stockholder, NAI, for all purposes and for all time. It is undisputed that the Director Defendants’ actions are unprecedented under Delaware law. 2. The dilutive dividend—which the Director Defendants approved following a hastily called and perfunctory special meeting (“Special Meeting”) of the CBS Board (“Board”) on May 17, 2018, and on a “conditional” basis pending Delaware court review—is invalid for at least four reasons: (i) it was declared in violation of the Company’s bylaws; (ii) it was based on the recommendation of a special committee, comprised of five Director Defendants (“Special Committee”), acting far beyond its authority; (iii) it violates the Company’s charter; and (iv) the Director Defendants’ purported dilution of CBS’s voting stockholders violates the directors’ fiduciary duties in numerous ways. -
'Nuclear' Showdown Over CBS, Cleary's Kotler and Hou On
Litigators of the Week: In ‘Nuclear’ Showdown over CBS, Cleary’s Kotler and Hou on Top By Cleary’s Kotler and Hou September 14, 2018 Lit Daily: Tell us a little about your clients and what was at stake. Meredith Kotler: We represent the controlling stock- holder of CBS and Viacom, National Amusements Inc., which is a Redstone family company. We also represent the other NAI-affiliated members on the CBS Board, Rob Klieger and David Andelman. The stakes of this litigation were significant. Without warning, the CBS Board of Directors announced an inten- tion to declare a dilutive stock dividend, which would have reduced NAI’s voting stake in CBS from 80 percent to 20 percent—effectively stripping NAI of its voting control without paying a dime. This was an unprecedented move to disenfranchise a controlling stockholder for all purposes and all time. Just before the hearing, NAI took protective action to amend CBS’s Bylaws to require that any stock dividend What were the circumstances that led up to the litiga- require approval by 90 percent of the CBS Board. Shortly tion in Delaware? thereafter, we argued the TRO motion and the next day, the Kotler: One of CBS’s bases for voting to issue the dilutive court ruled in our favor and denied the TRO. dividend to reduce NAI’s voting control was the allegation Despite that ruling on May 17th, the CBS board held a that Shari Redstone and NAI were attempting to force meeting to vote on declaring the dividend. They did not through a merger of Viacom and CBS by threatening to reach the 90 percent threshold and so it was not valid as it fire the CBS Board to accomplish this goal. -
1 Board Members and Top Shareholders for Cable
The public is relying on television news for updates during the coronavirus pandemic, but not all viewers are getting the same story. Our study reveals that coverage of the virus is politicized in ways that seem to put profit and partisanship above public health, particularly on Fox News and MSNBC. As part of this report, we’ve gathered information about the networks’ board members and shareholders. These individuals and organizations knowingly or unknowingly condone politicized coverage. If you find the coverage troubling, you can contact them to advocate for change. This document outlines the board members and top shareholders of the parent companies of ABC, CBS, CNN, FOX News, NBC and MSNBC. Below you will find information on the common stock for each respective company—preferred stock was not included. Parent companies are as follows: • ABC News is a branch of Walt Disney Television, which falls under The Walt Disney Company1 (NYSE: DIS). • CBS News is owned by ViacomCBS, which is controlled by a private holding company, National Amusements2, and has two classes of common stock: Class A Voting Common Stock and Class B Non-Voting Common Stock (NYSE: VIACA, VIAC). • CNN is a part of WarnerMedia, which is owned by AT&T Inc.3 (NYSE: T). • FOX News is housed within Fox Corporation, which has two classes of common stock: Class A Non-Voting Common Stock and Class B Voting Common Stock (NYSE: FOXA, FOX). • MSNBC and NBC are part of a NBCUniversal News Group, which is owned by Comcast Corporation.4 Comcast Corporation has two classes of common stock: Class A Common Stock and Class B Common Stock (NYSE: CMCSA).