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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. -
Paramount Consent Decree Review Public Comments 2018
COMMENTS OF THE NATIONAL ASSOCIATION OF THEATRE OWNERS U.S. DEPARTMENT OF JUSTICE, ANTITRUST DIVISION REVIEW OF PARAMOUNT CONSENT DECREES October 1, 2018 National Association of Theatre Owners 1705 N Street, N.W. Washington, D.C. 20036 (202) 962-0054 I. INTRODUCTION The National Association of Theatre Owners (“NATO”) respectfully submits the following comments in response to the U.S. Department of Justice Antitrust Division’s (the “Department”) announced intentions to review the Paramount Consent Decrees (the “Decrees”). Individual motion picture theater companies may comment on the five various provisions of the Decrees but NATO’s comment will focus on one seminal provision of the Decrees. Specifically, NATO urges the Department to maintain the prohibition on block booking, as that prohibition undoubtedly continues to support pro-competitive practices. NATO is the largest motion picture exhibition trade organization in the world, representing more than 33,000 movie screens in all 50 states, and additional cinemas in 96 countries worldwide. Our membership includes the largest cinema chains in the world and hundreds of independent theater owners. NATO and its members have a significant interest in preserving an open marketplace in the North American film industry. North America remains the biggest film-going market in the world: It accounts for roughly 30% of global revenue from only 5% of the global population. The strength of the American movie industry depends on the availability of a wide assortment of films catering to the varied tastes of moviegoers. Indeed, both global blockbusters and low- budget independent fare are necessary to the financial vitality and reputation of the American film industry. -
The Trump-Russia Collusion Case
The Trump-Russia Collusion Case Updated to August 2020 Source: http://www.scaruffi.com/politics/trumptraitor.html For those who have been following this page for a while: my main target is not Trump, my target is Putin. Putin, not Trump, is the most dangerous person in the world. Trump is just a lackey, a small-time crook and bit-time liar whom Putin is using to attack the USA. The problem is not that there is no evidence of Trump-Putin collusion, the problem is that there is too much of it. I have added some background about the motive of Russia's interference in US politics. In my opinion, it was not only a general attempt at undermining US institutions (that came later) but originally it was a determined effort to make sure that Hillary Clinton did not become president. Putin feared her more than anyone else. For those who have NOT followed this page from the beginning: this website was one of the first to talk about the Trump-Russia collusion at a time when few dared mention the Steele dossier. Just to be very clear: this is not about whether Russia's interference changed the results of the election (i personally think that the FBI investigation into Clinton's email server had a much bigger impact). It is about Putin's strategy to attack the USA, and, secondly, it is about the extent of Trump's collaboration with Putin. And, just to be fair, Putin's Russia is not the only country that ever interfered in US politics. -
Second Pyithu Hluttaw's Ninth Regular Session Holds Twelfth-Day Meeting
PROTECTING MYANMAR WORKERS ABROAD: RANDOM JOTTING P-8-9 (OPINION) NATIONAL NATIONAL State Counsellor Daw Aung San Suu Kyi’s Singapore Senior General Min Aung Hlaing visits Myanmar Lecture to be broadcast Theravada Buddha Vihara monastery in Moscow PAGE-3 PAGE-7 Vol. V, No. 130, 13th Waxing of Wagaung 1380 ME www.globalnewlightofmyanmar.com Friday, 24 August 2018 Second Pyithu Hluttaw’s ninth regular session holds twelfth-day meeting THE twelfth-day meeting of the to top up a layer and widen Second Pyithu Hluttaw’s ninth the Pathein-Monywa road regular session was held at the section in Mindon Township Pyithu Hluttaw meeting hall simultaneously. The Deputy yesterday morning. During the Minister replied that topping meeting asterisk-marked ques- up a layer and widening the tions were answered by Deputy Pathein-Monywa road section Minister for Construction U in Mindon Township is con- Kyaw Lin, a motion tabled, a ducted depending upon the report read and submitted and present situation of the road a report discussed by the Py- and road layer design. Where ithu Hluttaw representatives. necessary, fund for topping up a layer and widening is re- Asterisk-marked questions quested, and depending upon Daw Khin Than Nu of Min- availability of fund, works are don constituency posed the conducted, said the Deputy first asterisk-marked question The twelfth-day meeting of the Second Pyithu Hluttaw’s ninth regular session being convened in Nay Pyi Taw Minister. and asked if there is a plan yesterday. PHOTO: MNA SEE PAGE 2 Second Amyotha Hluttaw’s ninth regular session holds twelfth-day meeting THE twelfth-day meeting of plantations were planting in the Second Amyotha Hluttaw’s excess of the permitted 40,000 ninth regular session was held acres, resulting in loss of tax yesterday morning at the Amyo- revenue in billions to the coun- tha Hluttaw meeting hall. -
Page 01 Aug 20.Indd
www.thepeninsulaqatar.com BUSINESS | 17 SPORT | 21 All eyes on Yellen MotoGP: Leaderr to provide clarity Marquez tops Czechzech on rate hike plan practice in Brnoo SATURDAY 20 AUGUST 2016 • 17 DHUL QA’DA 1437 • Volume 21 • Number 6894 2 Riyals thepeninsulaqatar @peninsulaqatar @peninsula_qatar Rousing welcome for Barshim at Bayt Qatar Emir congratulates Health & safety President of Afghanistan practitioners in DOHA: Emir H H Sheikh Tamim bin Hamad Al Thani yesterday sent a cable of congratulations to President of Afghanistan, Dr. Mohammad Ashraf Ghani, on high demand his country’s Independence Day. Deputy Emir H H Sheikh Abdullah bin Hamad Al Thani and Prime Minister and Interior yesterday. He was speaking on the Minister H E Sheikh Abdullah bin sidelines of the inaugural ‘PHASE Nasser bin Khalifa Al Thani also Based on the Construction Occupational Safety sent cables to President Dr. Ghani. Philippine Overseas and Health Summit’ — a major high- Employment light of the year-round programme of the organisation which marks its Social security Administration 10th anniversary this year. Thousands of Filipino safety website, there are practitioners have benefited from beneficiaries up hundreds of job PHASE’s training programmes. orders from Qatar “There are lots of success sto- DOHA: Data from the Ministry ries. You will be surprised how of Development Planning and in the field of health these people progressed from simple Statistics shows that the number and safety. employees to safety supervisors and of social security beneficiaries assistant safety managers while some increased in June to 12, 969 from are working with consultants with 12, 315 in May. -
Moviepass: Disruption Through Subscription1
For the exclusive use of J. FITZSIMMONS, 2020. W19504 MOVIEPASS: DISRUPTION THROUGH SUBSCRIPTION1 Ram Subramanian wrote this case solely to provide material for class discussion. The author does not intend to illustrate either effective or ineffective handling of a managerial situation. The author may have disguised certain names and other identifying information to protect confidentiality. This publication may not be transmitted, photocopied, digitized, or otherwise reproduced in any form or by any means without the permission of the copyright holder. Reproduction of this material is not covered under authorization by any reproduction rights organization. To order copies or request permission to reproduce materials, contact Ivey Publishing, Ivey Business School, Western University, London, Ontario, Canada, N6G 0N1; (t) 519.661.3208; (e) [email protected]; www.iveycases.com. Our goal is to publish materials of the highest quality; submit any errata to [email protected]. i1v2e5y5pubs Copyright © 2019, Ivey Business School Foundation Version: 2019-09-13 On August 7, 2018, MoviePass Inc. (MoviePass), the New York City–based movie ticket subscription service, announced that it would restore its popular US$9.952 per month plan, but in a change from the past, subscribers would be restricted to three movies a month instead of having access to an unlimited number of movies. In announcing the new pricing plan, MoviePass’s chief executive officer (CEO), Mitch Lowe, noted that the new plan would reduce MoviePass’s cash burn rate by 60 per cent and help make its path to profitability “more manageable.”3 While the summer of 2018 was the second-best year ever for the movie business, with $4.8 billion in ticket sales,4 MoviePass faced significant challenges in its role as a disruptor. -
Personal Finance Ratios
Personal finance ratios There are seemingly countless ways to measure financial health for both individuals and corporations. In earnings reports, companies use complicated calculations and ratios to inform investors—and the general public—regarding the health of their business. However, the average American can use these principles to assess their own financial health. Personal savingsi Formally known as “average propensity to save,” the personal savings ratio is the amount of income saved for an individual or household. According to the Federal Reserve Bank of St. Louis, the average saving rate was just under 5 percent for Americans in 2016. Historically, the average savings rate in any given year since 1959 has been about 8.5 percent. Debt-to-income As its name would indicate, a debt-to-income (DTI) ratio is the proportion of an individual’s monthly debt payments in relation to his or her gross monthly income. Many lenders use DTI as a primary indicator of worthiness of loans because it gauges the individual’s ability to cover loan payments. Though there is no consistent, unilateral recommended ratio, it is popular convention that a DTI over 40 percent will make it more difficult to secure a loan. Liquidity This ratio is used to determine how an individual is able to make ends meet in the event of an emergency. Liquidity is calculated by taking all liquid assets (such as nonqualified accounts and cash) divided by fixed monthly expenses (like debt payments). It is commonly suggested that an individual should have 3-6 months’ worth of expenses in liquid assets. -
Gaslit Nation Mueller Speaks! Andrea Chalupa Sarah Kendzior Theme Music Robert Mueller: and As Set Forth in the Report After
Gaslit Nation Mueller Speaks! Andrea Chalupa Sarah Kendzior Theme Music Robert Mueller: And as set forth in the report after that investigation, if we had had confidence that the President clearly did not commit a crime we would have said so. We did not, however, make a determination as to whether the president did commit a crime. The introduction to the volume 2 of our report explains that decision. It explains that under long-standing department policy, a present president can not be charged with a federal crime while he is in office. And I will close by reiterating the central allegation of our indictments that there were multiple systematic efforts to interfere in our election. And that allegation deserves the attention of every American. Sarah Kendzior: I'm Sarah Kendzior, a journalist and scholar of authoritarian states, and the author of the book The View from Flyover Country. Andrea Chalupa: I'm Andrea Chalupa, a writer and the screenwriter and producer of the upcoming journalistic thriller Gareth…sorry! "Mr. Jones.” My film is called Mr. Jones. Sarah Kendzior: And this is Gaslit Nation, a podcast covering corruption in the Trump administration and rising autocracy around the world. And today we are joined by a very special guest Andrea's sister, Alexandra Chalupa, a researcher and activist who is one of the first Americans to alert the world to the dangers of the Trump campaign's illicit collaboration with Russia. Alexandra will be telling us her story, in her own words, later in the show. But first, we are going to discuss the press conference that Robert Mueller just held on the Russia investigation and his resignation from the Department of Justice. -
Waves Apart •Hollywood Q&A Page14
FINAL-1 Sat, Nov 18, 2017 8:07:23 PM tvupdateYour Weekly Guide to TV Entertainment For the week of November 26 - December 2, 2017 Gustaf Skarsgård stars in “Vikings” INSIDE •Sports highlights Page 2 •TV Word Search Page 2 •Family Favorites Page 4 Waves apart •Hollywood Q&A Page14 The sons of Ragnar are at war, putting the gains of their father into jeopardy as the unity of the Vikings is fractured. With Floki (Gustaf Skarsgård, “Kon-Tiki,” 2012) now letting the gods guide him, and Lagertha (Katheryn Winnick, “The Dark Tower,” 2017) dealing with civil unrest and a looming prophecy, it’s understandable why fans are anxious with anticipation for the season 5 premiere of “Vikings,” airing Wednesday, Nov. 29, on History Channel. WANTED WANTED MOTORCYCLES, SNOWMOBILES, OR ATVS GOLD/DIAMONDS BUY SELL Salem, NH • Derry, NH • Hampstead, NH • Hooksett, NH ✦ 37 years in business; A+ rating with the BBB. TRADE Newburyport, MA • North Andover, MA • Lowell, MA ✦ For the record, there is only one authentic CASH FOR GOLD, Bay 4 YOUR MEDICAL HOME FOR CHRONIC ASTHMA Group Page Shell PARTS & ACCESSORIES We Need: SALES Motorsports& SERVICE IT’S MOLD ALLERGY SEASON 5 x 3” Gold • Silver • Coins • Diamonds MASS. MOTORCYCLE 1 x 3” DON’T LET IT GET YOU DOWN INSPECTIONS Are you suffering from itchy eyes, sneezing, sinusitis We are the ORIGINAL and only AUTHENTIC or asthma?Alleviate your mold allergies this season. Appointments Available Now CASH FOR GOLD on the Methuen line, above Enterprise Rent-A-Car 978-683-4299 at 527 So. Broadway, Rte. -
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. -
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0111001001101011 01THE00101010100 0111001001101001 010PSYHOLOGY0111 011100OF01011100 010010010011010 0110011SILION011 01VALLEY01101001 ETHICAL THREATS AND EMOTIONAL UNINTELLIGENCE 01001001001110IN THE TECH INDUSTRY 10 0100100100KATY COOK 110110 0110011011100011 The Psychology of Silicon Valley “As someone who has studied the impact of technology since the early 1980s I am appalled at how psychological principles are being used as part of the busi- ness model of many tech companies. More and more often I see behaviorism at work in attempting to lure brains to a site or app and to keep them coming back day after day. This book exposes these practices and offers readers a glimpse behind the “emotional scenes” as tech companies come out psychologically fir- ing at their consumers. Unless these practices are exposed and made public, tech companies will continue to shape our brains and not in a good way.” —Larry D. Rosen, Professor Emeritus of Psychology, author of 7 books including The Distracted Mind: Ancient Brains in a High Tech World “The Psychology of Silicon Valley is a remarkable story of an industry’s shift from idealism to narcissism and even sociopathy. But deep cracks are showing in the Valley’s mantra of ‘we know better than you.’ Katy Cook’s engaging read has a message that needs to be heard now.” —Richard Freed, author of Wired Child “A welcome journey through the mind of the world’s most influential industry at a time when understanding Silicon Valley’s motivations, myths, and ethics are vitally important.” —Scott Galloway, Professor of Marketing, NYU and author of The Algebra of Happiness and The Four Katy Cook The Psychology of Silicon Valley Ethical Threats and Emotional Unintelligence in the Tech Industry Katy Cook Centre for Technology Awareness London, UK ISBN 978-3-030-27363-7 ISBN 978-3-030-27364-4 (eBook) https://doi.org/10.1007/978-3-030-27364-4 © The Editor(s) (if applicable) and The Author(s) 2020 This book is an open access publication.