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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”). -
Lennie Petze Profile
LENNIE PETZE A SENIOR LEVEL, RECORD COMPANY EXECUTIVE WITH OVER 50 YEARS EXPERIENCE IN THE MUSIC INDUSTRY. SPECIALIZING IN THE ARTIST & REPERTOIRE FIELD WITH OVER 100 GOLD, PLATINUM AND MULTI-PLATINUM AWARDS FOR RECORDING ARTISTS SIGNED AND RECORDS PRODUCED WITH SALES OF OVER 150 MILLION UNITS. SOLELY RESPONSIBLE FOR THE DISCOVERY OF CYNDI LAUPER AND BOSTON. The Early Years: It's a Friday night in early 1957. Fourteen year old Lennie Petze was excited to be at what was his first high school dance, "A Record Hop." A Disc Jockey was playing the hit 45's of the day. The sound was loud and bouncing off the wooden walls in the Weymouth Massachusetts High School gymnasium. A new sound of guitars, drums, pumping bass and vocals bred energy for all the teenagers anxious to dance, to a sound created by "Rock and Roll" The DJ replayed "Party Doll" by Buddy Knox five times in three hours! He also played "Poor Butterfly" by Charlie Gracie, "Roll Over Beethoven" by Chuck Berry, "Eddie My Love" by The Teen Queens and "I'm Sticking With You" by Jimmy Bowen. Lennie had heard all these songs on Boston radio, but this environment added another dimension of excitement. One that left him longing to create that environment for himself and become a bigger part of it. It was this experience that lead to experimenting with the formation of bands. Teens from the suburbs of Boston, Massachusetts; Weymouth, Quincy and Braintree that called themselves "The Rhythm Rockers", "The Rainbows"", and The Reveleers" kicking off a hugely successful music career lasting over 50 years. -
UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-09553 CBS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2949533 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 51 W. 52nd Street New York, NY 10019 (212) 975-4321 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Securities Registered Pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Which Registered Class A Common Stock, $0.001 par value New York Stock Exchange Class B Common Stock, $0.001 par value New York Stock Exchange 7.625% Senior Debentures due 2016 American Stock Exchange 7.25% Senior Notes due 2051 New York Stock Exchange 6.75% Senior Notes due 2056 New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act of 1933). Yes ☒ No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. -
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. -
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. -
Finding a Partner Model with Broadcasters at Tunein.Com.” Stanford Casepublisher 204-2011-1
S TANFORD U NIVERSITY 2 0 1 1 - 2 0 4 - 1 S CHOOL OF E NGINEERING C ASEP UBLISHER DRAFT Rev. May 17, 2011 DRAFT COPY DO NOT CITE: R. Chen et al. “Finding a Partner Model with Broadcasters at Tunein.com.” Stanford CasePublisher 204-2011-1. 17 May 2010. DRAFT COPY DO NOT CITE FINDING A PARTNER MODEL WITH BROADCASTERS AT TUNEIN.COM T ABLE OF C ONTENTS Introduction 1. Overview of Online Broadcast Industry 1.1. Industry Trends 1.2. Industry Participants 2. TuneIn Background 2.1. RadioTime 2.2. Tunein Radio 3. Business Model 3.1. Metrics 3.2. Market Reaction 4. Conclusions 5. Discussion 6. Questions 7. Exhibits 8. References 9. Authors Professors Micah Siegel (Stanford University) and Fred Gibbons (Stanford University) guided the de- velopment of this case using the CasePublisher service as the basis for class discussion rather than to il- lustrate either effective or ineffective handling of a business situation. S TANFORD 204-2011-01 Finding a Partner Model at TuneIn.com Introduction !Founded in 2002, TuneIn delivers free Internet radio from all over the world. The application streams radio stations from 50,000 local, international, and Internet stations spanning 140 countries and 55 di"erent languages in over 150 products.1) It provides users with access to live radio content through a variety of media including websites, smart- phones, home entertainment devices, and auto in-dash receivers. 2) The application also al- lows users to pause, rewind, and record live radio programs. Although there are numerous online applications that o"er music streaming, TuneIn di"erentiates itself by focusing on radio programming. -
Cablefax Dailytm Friday — June 7, 2013 What the Industry Reads First Volume 24 / No
URGENT! PLEASE DELIVER www.cablefaxdaily.com, Published by Access Intelligence, LLC, Tel: 301-354-2101 6 Pages Today CableFAX DailyTM Friday — June 7, 2013 What the Industry Reads First Volume 24 / No. 110 FX Exchange: Landgraf Talks Sr Management, Distribution, Password Sharing Just because John Landgraf was promoted to CEO of FX Networks, don’t get any ideas that he’ll start running a fiefdom over there. Repeatedly during a press conference Thurs, Landgraf said he wanted to FX Nets to “remain boutique,” with execs throwing around adjectives like “scrappy” and “indie.” And he’s not going to roll out the standard programming structure and put individual execs in charge of FX, FXX and FXM, instead naming Nick Grad and Eric Schrier both as presidents of original programming for FX Nets and FX Productions, overseeing all original programming for the 3 nets. Chuck Saftler was upped to pres, program strategy and COO, FX Nets, with him over- seeing programming strategies for all the nets. “I just don’t believe in those kind of structures,” he said, referring to separate pres/gm posts for each channel. “I don’t want Nick’s intellect, creativity and administrative ability to be focused on one channel, and Eric to be focused on another.” Grad previously served as evp, original programming and dev for FX. Schrier formerly was evp, FX Productions and head of series development for FX, while Saftler was evp, FX Nets and gm, FXM. FXX, launching in Sept, is the net’s 1st original series, an animated show from the creative teams behind “Eastbound & Down” and “Archer.” It will join “It’s Always Sunny in Philadelphia” and “The League,” which are moving from FX. -
Journal of the Music & Entertainment Industry Educators Association
Journal of the Music & Entertainment Industry Educators Association Volume 7, Number 1 (2007) Bruce Ronkin, Editor Northeastern University Published with Support from The Revolution in Licensing Music for Television Has Arrived: Confronting the Challenges and Profiting From the Opportunities Ava Lawrence Northeastern University One might think copyright holders would be willing to negotiate lower synchronization fees with television production companies in return for increased exposure from broadcasts and extensive marketing of the music on television show web sites. Conversely, one might presume that televi- sion production companies would seek lower synchronization fees for the same reasons. However, quite the opposite is happening. According to Gay DiFusco, Vice President of Music Clearance at Warner Bros. Television, copyright holders are responding to requests for broader rights with higher licensing fees. Negotiating the proper fee is tricky in the current market. Copyright holders are charging increasingly higher fees while the licensees are generally not questioning whether those higher fees are justified. Radio was once the premier way to introduce new music to the con- sumer. Prior to the most recent payola settlements, it was very difficult and very expensive to get new music added to a radio station’s playlist. Accord- ing to Jacob Slichter, drummer from the band Semisonic and author of the book So You Wanna Be A Rock & Roll Star, it cost over $700,000 to get the band’s hit song Closing Time on the radio. One has yet to see how the recent payola settlements will affect the ability to get a song played on the radio; changes are happening. -
John Fremgen - 1
John Fremgen - 1 -- JOHN M. FREMGEN Office Address MRH 4.164 1 University Station Austin, TX 78712 (512)232-2082 [email protected] EDUCATION Institution Degree Year University of Southern M.M., Jazz Studies 1993 California Millikin University B.M, Commercial Music 1991 Private student of Chicago Symphony Principal bassist Harold Seigel (1985-87) PROFESSIONAL EXPERIENCE Teaching University of Texas at Austin, Associate Professor, Division of Jazz and Music Industry 2009-present University of Texas at Austin, Assistant Professor, Division of Jazz and Music Industry 2003-2009 University of Texas at Austin, Lecturer, Division of Jazz, Theory and Composition 1995-2002 Millikin University, Adjunct Instructor 1994-95 University of Southern California, Adjunct Instructor 1994 University of Southern California, Teaching Assistant 1991-93 Millikin University String Project, Private Double Bass Instructor, Decatur, Illinois1988-91 COURSES TAUGHT University of Texas at Austin • Individual Instruction • Jazz Theory I & II • Jazz Improvisation • Intermediate Jazz Improvisation • History of Jazz John Fremgen - 2 -- • Jazz Appreciation • Jazz Piano Techniques • AIME and Jazz Ensemble Millikin University • Beginning Jazz Improvisation • Intermediate Jazz improvisation • Jazz Appreciation • Applied Jazz/Classical Bass • Jazz Combos University of Southern California (as an adjunct) • Private Jazz Bass • Jazz Combos University of Southern California (as a TA) • Jazz Ragtime and Blues • Jazz Guitar Trio Class RECORDINGS-AS A LEADER/PRIMARY BANDMEMBER Finished production on upcoming solo release for Viewpoint Records (scheduled for release in fall, 2008) American Scream, PJ Olsson (CBS Records), 2008 Beautifully Insane, PJ Olsson (Columbia Records), 2007 The Ironwood Sessions PJ Olsson (CBS Records/Download only), 2007 Step Inside Love: A Jazzy Tribute To The Beatles Featured artist on this ESC Records (Germany) release. -
Accounting Firm Analyzes Major Record Label Sales
cash box/news Accounting Firm Analyzes Major Record Label Sales NEW YORK — Accounting practices Waterhcuse report covered the Industries-EMI receives the largest more than half of the record industry's unique to the record business were problems of inventory valuation, artist percentage of sales from record industry reported sales. analyzed in a special report by Price. compensation, returns, record master operations, 95.8 percent. On the op- Since the figures were compiled from Waterhouse & Company, in a survey of costs, copyrights and contingencies (re- posite end were Walt Disney Produc- public companies only, and there are a 10 major recording companies, based on serves held back from an artist’s gross tions, Transamerica (United Artists number of privately and foreign owned their 1974 sales reports The Price. sales to cover returns). In addition to the Records) and Twentieth Century Fox companies in the record business, the record business, two other segments of Film Corporation, with 3.5 percent, 4.6 total sales picture is not complete. Miss- the entertainment industry — motion pic- percent and 5.7 percent respectively, ing from the top 10 list are Polygram, tures and broadcasting — were analyzed. coming from record industry operations. A&M and Motown, each doing a substan- The report provided a breakdown of Music publishing figures were included tial amount of volume that would place record industry sales (revenues), a com- throughout the survey them on the top ten list. There are also pany's total sales, and the percentage of Based on 1974 sales, then, the CBS many smaller independent companies in record sales to total sales (see chart). -
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.