THE 53Rd INTERNATIONAL CONFERENCE on ELECTRON, ION, and PHOTON BEAM TECHNOLOGY & NANOFABRICATION
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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. -
She Smiles Sadly*.•
Number 5 Volume XXVIII. SEATTLE, WASHINGTON, FEBRUARY 4, 1933 SHE SMILES SADLY*.• • Kwan - Yin, Chinese Goddess of Mercy, some times called the Goddess of Peace, has reason these days for that sardonic expression, although the mocking smile is by no means a new one; she has worn it since the Wei Dynasty, Fifth Century A. D. The Goddess is the property of the Bos ton Museum of Art.— Courtesy The Art Digest. Featured This Week: Stuffed Zoos, by Dr. Herbert H. Gowen "Two Can Play"—, by Mack Mathews Editorials: (Up Hill and Down, Amateur Orchestra In Dissent, by George Pampel Starts, C's and R's, France Buys American) A Woman's Span (A Lyrical Sequence), by Helen Maring two THE TOWN CRIER FEBRUARY 4, 1933 By John Locke Worcester. Illus Stage trated with lantern slides. Puget "In Abraham's Bosom'' (Repertory Sound Academy of Science. Gug Playhouse)—Paul Green's Pulit AROUND THE TOWN genheim Hall. Wednesday, Febru zer prize drama produced by Rep ary 22, 8:15 p. m. ertory Company, with cast of Se attle negro actors. Direction Flor By MARGARET CALLAHAN Radio Highlights . , ence Bean James. A negro chorus sings spirituals. Wednesdays and Young People's Symphony Concert Fridays for limited run. 8:30 p.m. "Camille" (Repertory Playhouse) — Spanish ballroom, The Olympic. —New York Philharmonic, under direction of Bruno Walter. 8:30- "Funny Man" (Repertory Play All-University drama. February February 7, 8:30 p. m. 16 and 18, 8:30 p. m. Violin, piano trio—Jean Margaret 9:15 a. m. Saturday. KOL. house)—Comedy of old time Blue Danube—Viennese music un vaudeville life by Felix von Bres- Crow and Nora Crow Winkler, violinists, and Helen Louise Oles, der direction Dr. -
Biographical Description for the Historymakers® Video Oral History with Ilesanmi Adesida
Biographical Description for The HistoryMakers® Video Oral History with Ilesanmi Adesida PERSON Adesida, Ilesanmi, 1949- Alternative Names: Ilesanmi Adesida; Life Dates: May 15, 1949- Place of Birth: Ifon, Nigeria Work: Champain, IL Occupations: Electrical Engineer Biographical Note Electrical Engineer Ilesanmi Adesida was born in 1949 in Ifon, Ondo, Nigeria. Adesida enrolled in the University of California, Berkeley and earned his B.S. degree in 1974; his M.S. degree in 1975; and, his Ph.D. degree in 1979. Adesida was awarded an IBM postdoctoral fellowship from 1979 to 1981. His research interests include nanofabrication processes and ultra-high-speed optoelectronics. Upon graduation, Adesida served as a research associate at the Cornell Nanofabrication Facility and associate at the Cornell Nanofabrication Facility and School of Electrical Engineering at Cornell University from 1979 to 1984. He then returned to Africa and accepted a position as the head of the electrical engineering department at Abubakar Tafawa Belewa University in Bauchi, Nigeria. In 1987, Adesida returned to the United States and worked at the University of Illinois, Urbana-Champaign (UIUC) as a professor of electrical and computer engineering. In 1994, he was appointed as a research professor for the Coordinated Science Laboratory and as a professor in the Beckman Institute of Advanced Science and Technology. Adesida went on to serve in numerous academic and research capacities at UIUC. He served as the associate director for education for the NSF Engineering Research Center for Compound Semiconductor Microelectronics from 1990 to 1997. In 2000, Adesida became the director of the Micro and Nanotechnology Laboratory and was appointed as a professor of materials science and engineering. -
LOOK for the STARS... Faulty Hatch Keeps Teacher, Crew on Hold
V . , f. t.;. *..? * - U — MANCHESTER HERALD. S a tu rd a y , Jan. 85, 1986 LOOK FOR THE STARS... ★ MANCHESTER U S WORLD CONNECTICUT Look tor the CLASSIFIED ADS with STARS; stars help you get Charter move Britain’s Thatcher Moffett charges faces her critics frustrate O’Neill better results. Put a star on your ad and see what a draws support .. page 3 ... page 5 ... page 7 difference it makes. Telephone 643-2711, AAonday-Friday, 8:30 a.m. to 5:00 p.m. 4- KIT ‘N’ CARLYLE ®by Larry Wright I MISCELLANEOUS ITTI c a r s /t r u c k s I FOB SALE. LLiJ FOR SALE Hay for Sale by the Bale. 85 Ford 1-10 Dump 10ml; Cash and carry. Pella 84 Caprice Classic loaded anrliFBtrr^ ManchHSter - A City o( VillagG Charm Hrralft Brothers. Bldwell Street. 15ml; 84 Ltd. Cr. Vic. 4 dr. 643-7405. loaded 20ml; 84 Van Vo- nogon Wgn. loaded 9ml; 84 Cavalier Wgn. ot/ac 2 Matching Bridesmaids si* 25 Cents Gowns. Buroondy with 12ml; 83 Mustang convert Dumas Eleetrie— Having^ Monday, Jan. 27,1986 ecru lace. Excellent con loaded 6ml; 83 Chew OdNd ioba, TrucKrng. 'Nome your own price'— I Floarsandlng dition. Sizes 6 & e. 643-4962. window von loaded 22ml; Homa repairs. Yov twine Fatherland son. Fast, Electrlcol Prablemsfr- lik e new. Special 84 GMC V, ton PU 20ml; 84 H,. we do If. Free esti dependable service.; Need a longe or a snwilj older floors. natuf$d'< mates. Insuretf. 643-0304. Fainting, Paperhanglng Repair? We Ipedollie * stained. -
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. -
Select Bibliography
Select Bibliography by the late F. Seymour-Smith Reference books and other standard sources of literary information; with a selection of national historical and critical surveys, excluding monographs on individual authors (other than series) and anthologies. Imprint: the place of publication other than London is stated, followed by the date of the last edition traced up to 1984. OUP- Oxford University Press, and includes depart mental Oxford imprints such as Clarendon Press and the London OUP. But Oxford books originating outside Britain, e.g. Australia, New York, are so indicated. CUP - Cambridge University Press. General and European (An enlarged and updated edition of Lexicon tkr WeltliU!-atur im 20 ]ahrhuntkrt. Infra.), rev. 1981. Baker, Ernest A: A Guilk to the B6st Fiction. Ford, Ford Madox: The March of LiU!-ature. Routledge, 1932, rev. 1940. Allen and Unwin, 1939. Beer, Johannes: Dn Romanfohrn. 14 vols. Frauwallner, E. and others (eds): Die Welt Stuttgart, Anton Hiersemann, 1950-69. LiU!-alur. 3 vols. Vienna, 1951-4. Supplement Benet, William Rose: The R6athr's Encyc/opludia. (A· F), 1968. Harrap, 1955. Freedman, Ralph: The Lyrical Novel: studies in Bompiani, Valentino: Di.cionario letU!-ario Hnmann Hesse, Andrl Gilk and Virginia Woolf Bompiani dille opn-e 6 tUi personaggi di tutti i Princeton; OUP, 1963. tnnpi 6 di tutu le let16ratur6. 9 vols (including Grigson, Geoffrey (ed.): The Concise Encyclopadia index vol.). Milan, Bompiani, 1947-50. Ap of Motkm World LiU!-ature. Hutchinson, 1970. pendic6. 2 vols. 1964-6. Hargreaves-Mawdsley, W .N .: Everyman's Dic Chambn's Biographical Dictionary. Chambers, tionary of European WriU!-s. -
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. -
Livree 1.Pdf
p i L BRAR ES PUBLIC LIBRARY THE BRANCH 3 3333 02373 0530 --&~f- JL b y SB>^^ "- * A BOOK OF MARIONETTES c o -o o ^ I a _= z ~ c/i 4-1 (LI O. o. 3 a. A BOOK ofj MARIONETTES by HELEN HAIMAN JOSEPH SX I -'* **'} v >. ...... York B. W. HUEBSCH COPYRIGHT, 1920, BY B. W. HUEBSCH To my Father ELIAS HAIMAN With pride and love for the brave simplicity and gentle nobility of his life '* . i . i > - > * -, .* .*- ',. r?rs; : V .*' , ", -;-- Note THE story of the marionette is endless, in fact it has neither beginning nor end. The marionette has been everywhere and is everywhere. One cannot write of the puppets without saying more than one had in- tended and less than one desired: there is such a piquant insistency in them. The purpose of this book is altogether modest, but the length of it has grown to be presumptuous. As to its merit, that must be found in the subject matter and in the sources from which the material was gathered. If this volume is but a sign-post pointing the way to better historians and friends of the puppets and through them on to more puppet play it will have proven merit enough. The bibliography appended is a far from complete list of puppet literature. It includes, however, the most important works of modern times upon mario- nettes and much comment, besides, that is casual or curious or close at hand. The author is under obligation to those friendly individuals who generously gave of their time and NOTE interest and whose suggestions, explanations and kind assistance have made possible this publication. -
© 2021 Thomson Reuters. No Claim to Original U.S. Government Works. 1 in Re CBS Corporation Stockholder Class Action And..., Not Reported in Atl
In re CBS Corporation Stockholder Class Action and..., Not Reported in Atl.... Esquire, Bruce Birenboim, Esquire, Jaren Janghorbani, Esquire and Alexia D. Korberg, Esquire of Paul, Weiss, 2021 WL 268779 Rifkind, Wharton & Garrison LLP, New York, New York, Only the Westlaw citation is currently available. Attorneys for Defendants Candace K. Beinecke, Barbara UNPUBLISHED OPINION. CHECK M. Byrne, Gary L. Countryman, Brian Goldner, Linda M. COURT RULES BEFORE CITING. Griego, Martha L. Minow, Susan Schuman, Frederick O. Terrell and Strauss Zelnick. Court of Chancery of Delaware. Robert A. Penza, Esquire and Christina B. Vavala, Esquire of IN RE CBS CORPORATION STOCKHOLDER Polsinelli PC, Wilmington, Delaware and Kevin T. Abikoff, CLASS ACTION AND DERIVATIVE LITIGATION Esquire, Benjamin Britz, Esquire, Stephen R. Halpin III, Esquire and Robby S. Naoufal, Esquire of Hughes Hubbard & CONSOLIDATED C.A. No. 2020-0111-JRS Reed LLP, Washington, DC, Attorneys for Defendant Joseph | Ianniello. Date Submitted: September 17, 2020 | Elena C. Norman, Esquire and Daniel M. Kirshenbaum, Date Decided: January 27, 2021 Esquire of Young Conaway Stargatt & Taylor, LLP, | Wilmington, Delaware and Jonathan K. Youngwood, Esquire, Corrected: February 4, 2021 Linton Mann III, Esquire and Sarah L. Eichenberger, Esquire of Simpson Thacher & Bartlett LLP, New York, New York, Attorneys and Law Firms Attorneys for Nominal Defendant ViacomCBS Inc. Michael Hanrahan, Esquire, Corinne Elise Amato, Esquire, Eric J. Juray, Esquire and Xi (Elizabeth) Wang, Esquire of Prickett, Jones & Elliott, P.A., Wilmington, Delaware; MEMORANDUM OPINION Michael J. Barry, Esquire, Christine M. Mackintosh, Esquire, SLIGHTS, Vice Chancellor John C. Kairis, Esquire and Rebecca A. Musarra, Esquire of Grant & Eisenhofer, P.A., Wilmington, Delaware; and Eric *1 The Beach Boys, in their original form, were L. -
Viacom to Open State of the Art Production Studio in Miami
Viacom to Open State of the Art Production Studio in Miami Studio Will Serve As Multiplatform Production Hub NEW YORK & MIAMI--(BUSINESS WIRE)-- Viacom Inc. (NASDAQ: VIAB, VIA) announced today that it will open a two-stage, 88,000 square foot, state-of-the-art production facility in Miami, Florida. The new studio, which was built by the Miami Omni Community Redevelopment Agency (CRA) as a public-private partnership with EUE/Screen Gems Studios, will serve as a production hub for Viacom's global entertainment brands including Nickelodeon, MTV and Comedy Central. This Smart News Release features multimedia. View the full release here: http://www.businesswire.com/news/home/20151005006444/en/ "We are creating more content than ever before across all of our brands at Viacom," said Robert Bakish, President and CEO of Viacom International Media Networks (VIMN). "The Viacom International Studio in Miami will offer a turnkey facility where we can create even more original, high quality content to meet the increasing demand for long-and- short-form content on all of our global platforms." "We have had terrific success with the recent live action productions we have coming from Miami, and we are very excited to be committed to doing more," said Cyma Zarghami, President, Viacom Kids and Family Group. "We are constantly looking for new creative ideas and content formats that allow us to tell stories in a completely different way, and this facility will certainly forward that effort." View of the Viacom International Studio in Miami, Florida (Photo: Business Wire) "Viacom has demonstrated again and again that hits come from all over the world," said Pierluigi Gazzolo, President, VIMN Americas and Executive Vice President, Nickelodeon International. -
Biographical Description for the Historymakers® Video Oral History with Ilesanmi Adesida
Biographical Description for The HistoryMakers® Video Oral History with Ilesanmi Adesida PERSON Adesida, Ilesanmi , 1949- Alternative Names: Adesida, Ilesanmi , 1949- Life Dates: - Place of Birth: Ifon, Ondo State, Nigeria Residence: Occupations: Electrical Engineer Biographical Note Electrical engineer Ilesanmi Adesida was born in 1949 in Ifon, Ondo, Nigeria. He received his B.S., M.S., and Ph.D degrees in electrical engineering from the University of California at Berkeley in 1974, 1975, and 1979, respectively Adesida was awarded an IBM postdoctoral fellowship from 1979 to 1981. Upon graduation, Adesida served as a research associate in the Cornell Nanofabrication Facility and the School of Electrical Engineering at Cornell University in Ithaca, NY from 1979 to 1984. He then returned to Africa and accepted a position as the head of the electrical engineering department at Abubakar Tafawa Belewa University in Bauchi, Nigeria. In 1987, Adesida returned to the United States and worked at the University of Illinois, Urbana- Champaign as a professor of electrical and computer engineering. In 1994, he was appointed as a research professor for the Coordinated Science Laboratory and as a professor in the Beckman Institute of Advanced Science and Technology. Adesida went on to serve in numerous academic and research capacities at the University of Illinois, Urbana-Champaign. He became the director of the Micro and Nanotechnology Laboratory in 2000 and served there for five years. In 2001, he was appointed as the director of the Center for Nanoscale Science and Technology and as a professor of materials science and engineering at the University of Illinois, Urbana- Champaign From 1997 to 2002, he served as the IEEE Electron Device Society Distinguished Lecturer. -
1 PART I Item 1. Business. OVERVIEW Viacom Is Home To
PART I Item 1. Business. OVERVIEW Viacom is home to premier global media brands that create compelling television programs, motion pictures, short-form content, applications (“apps”), games, consumer products, social media experiences and other entertainment content for audiences in more than 180 countries. We operate through two reporting segments: Media Networks and Filmed Entertainment. References in this document to “Viacom,” “Company,” “we,” “us” and “our” mean Viacom Inc. and our consolidated subsidiaries, unless the context requires otherwise. On September 29, 2016, our Board of Directors (the “Board”) received a letter from National Amusements, Inc. (“National Amusements”) requesting that the Board explore a potential combination of Viacom and CBS Corporation (“CBS”). The letter indicated that National Amusements is not willing to accept or support any acquisition of Viacom by a third party or any transaction that would result in National Amusements surrendering its controlling position in Viacom. National Amusements, directly and through subsidiaries, owns approximately 80% of the voting shares of both Viacom and CBS and approximately 10% of Viacom’s total common stock outstanding. Subsequently, our Board formed a special committee of independent directors to consider the request from National Amusements and any proposed transaction, and the special committee has hired independent legal and financial advisers. On October 31, 2016, we announced the appointment of Robert Bakish as Acting President and Chief Executive Officer, effective November 15, 2016. We also announced that Mr. Bakish was being appointed, effective immediately, to the new role of President and Chief Executive Officer of the recently established Viacom Global Entertainment Group within our Media Networks segment.