With Leslie Moonves Out, Shari Redstone Emerges Winner in Fight Over Control of CBS

Total Page:16

File Type:pdf, Size:1020Kb

With Leslie Moonves Out, Shari Redstone Emerges Winner in Fight Over Control of CBS cc Tuesday, September 11, 2018 latimes.com/news With Leslie Moonves out, Shari Redstone emerges winner in fight over control of CBS By MEG JAMES TIMES STAFF WRITER For nearly a year, Shari Redstone has been locked in a battle for control of CBS Corp. — facing off against a powerful chief executive and other members of the board. So tense was the standoff that CBS went to court to pry loose the Redstones’ grip on the company. Armistice arrived Sunday. In one dramatic swoop, CBS announced the departure of longtime CEO Leslie Moonves amid a widening sexual harassment scandal, installed an act- ing CEO and announced six new members to its board. Gone were the old-timers, friends of Sumner Red- stone, who were some of Moonves’ CBS Vice Chair Shari Redstone, shown in 2016, succeeded in getting rid of her strongest allies. opponents on the CBS board. (Bryan Bedder / Getty Images) CBS, in a statement, touted its compromise with the Redstone fami- ly and the independence of its re- like he got run over by an 18- owns premium channel Showtime, a freshed 13-member board. The num- wheeler.” chain of television stations, including ber of women on the panel immedi- The retirement of long-serving KCBS-TV Channel 2 in Los Angeles, ately doubled to six. The average age board members and Moonves’ resig- TV production and film studios, and of board members now is 65, eight nation handed Redstone a major vic- book publisher Simon & Schuster. years younger than before. Not men- tory and could eventually strengthen National Amusements gave tioned in CBS’ statement was that her influence in shaping the future of ground too. Now it will have two, not Shari Redstone — the daughter of the the storied media company that her three, representatives on the CBS ailing media mogul from Boston — family controls. Several of Shari Red- board. And the company agreed not to was deeply involved in the group’s stone’s boardroom opponents have propose a merger between CBS and selection, according to two people been cleared from the field. Viacom Inc., the other media compa- familiar with the matter who were not As part of the truce, hammered out ny that the Redstone family controls authorized to comment. Sunday, CBS board members agreed — for at least two years. Acrimony “This may look like a compromise to drop their lawsuit against the Red- over Shari Redstone’s campaign for a resolution at first blush, but it's not,” stone family investment vehicle, Na- merger earlier this year fueled some Los Angeles investment banker tional Amusements Inc. The company of the board rancor and CBS’ legal Lloyd Greif said. “Shari won this retains nearly 80% control of the efforts to try to dilute the family’s round — big. Les Moonves must feel broadcasting company, which also control. In addition, 95-year-old Sumner tions that back the #MeToo move- former Moonves' coworker in the mid Redstone’s trust, which kicks in upon ment and women’s equality in the -1980s, at the now defunct Lorimar his death or incapacitation, was workplace. That money has already television studio, had filed a com- amended to remove a requirement that been deducted from Moonves’ sever- plaint with the Los Angeles Police the Redstones maintain at least a 30% ance package. Department. control of the business. That clears the CBS stock closed down 86 cents, Moonves said he was involved in way for other suitors to bid for CBS. or 1.5%, to $55.20 on Monday. This consensual relationships with several "It is true that Shari Redstone year, shares are down about 7% amid of the women and called the allega- came out as the winner in the corpo- the boardroom squabble and Moon- tions against him “untrue.” rate intrigue," said C. Kerry Fields, ves’ increasingly tenuous position. "The turning point was Mr. Moon- finance professor at the USC Marshall Redstone, 64, who serves as vice ves' vulnerability to the sexual harass- “Les Moonves must feel like he got run over by an 18-wheeler.” —LLOYD GREIF, PRESIDENT & CEO OF GREIF & CO. School of Business. "She wanted to chair of CBS, has long toiled in the ment claims,” Fields said. “He could- eliminate some of the outside board shadows of her larger-than-life father, n't survive an escalation of the allega- members, and the litigation will be Sumner Redstone. He would berate tions of sexual misconduct and con- dropped. But it is a subtle compro- her publicly — including a well- tinue to run the organization." mise." chronicled occasion, more than a dec- As part of the settlement, many of The agreement between CBS and ade ago, when he faxed a letter to CBS’ longest-serving directors, in- the Redstone family gives Wall Street Forbes magazine that openly dis- cluding Moonves, television producer — which has been largely opposed to missed her contributions to the family Leonard Goldberg, film producer Ar- a CBS-Viacom merger — some assur- enterprise. But in the last two years, nold Kopelson, music executive Doug ance that a marriage is off, at least for Shari Redstone has demonstrated her Morris, former banking executive now. mettle first by vanquishing her fa- Charles Gifford, former government “However, the hiatus certainly ther’s female companions and then official Joseph Califano and attorney does nothing to dispel the notion that clawing victories in two bruising David Andelman, retired from the the Redstones intend to recombine the boardroom battles, first at Viacom board. two companies, leaving the existing and now at CBS. "So far, the investors have clearly overhang on CBS shares,” Doug In 2016, she led the fight to oust won, and Shari Redstone and National Creutz, an analyst with Cowen & Co., Viacom’s longtime chief executive, Amusements have won,” said Jeffrey wrote in a Monday report. Philippe Dauman, and several long- Sonnenfeld, a professor at the Yale Shari Redstone, through a spokes- time members of Viacom's board. School of Management. “And the big woman, declined to comment. That also led to a settlement that was loser was Moonves and his cronies Moonves, 68, departed CBS with- strikingly similar to the weekend ac- who have largely exited the board." out an immediate severance package. cord with the CBS board. Joseph Ianniello, who until Sunday Board members wanted to wait until By last fall, Redstone was advocat- served as CBS’ chief operating of- the completion of a high-level investi- ing to reunite Viacom with CBS, but ficer, becomes president and acting gation into his alleged misconduct and the CBS board and its senior manage- chief executive while the search for a the workplace culture at CBS. Once ment resisted the idea. Redstone be- new leader proceeds. that review is complete, CBS board gan pressing for changes on the CBS “I am honored to have this respon- members will decide whether Moon- board. sibility, and I’m excited to take on a ves is entitled to receive any of the But soon, there were rumors that greater role,” Ianniello wrote in an benefits of his most recent contract. reporters were looking into allega- email to CBS staff Monday morning. In a regulatory filing, CBS said tions of sexual misconduct by Moon- “At the core of any company is its that it would deposit $120 million in a ves. In two articles in New Yorker culture. And never has it been more trust account. However, if investiga- magazine, 12 women came forward to important for us to make it abundantly tors find evidence that Moonves accuse the longtime TV executive of clear that CBS has a steadfast com- should be fired for cause, he may not aggressive sexual advances decades mitment to diversity, inclusion and a receive any severance. ago. safe and positive working environ- CBS also said that it and Moonves Some CBS board members be- ment.” will donate $20 million to organiza- came aware earlier this year that a .
Recommended publications
  • 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.
    [Show full text]
  • 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 ...............................
    [Show full text]
  • 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.........................................................................
    [Show full text]
  • 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
    [Show full text]
  • 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.
    [Show full text]
  • 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 ..
    [Show full text]
  • 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 ....................................................................................
    [Show full text]
  • Pittsburgh Applause October
    October, 2018 Digital 86 Harassment Scandal Hits Mattress Factory Less than six months since its One young man on the staff has The unnamed young man has visionary founder's death, the been indicated as the primary per- since left the museum's employ. Mattress Factory is experiencing petrator of these alleged incidents. The actual date or circumstances its own #MeToo Moment --- and At press time, his name has re- of departure remain unknown. it has led to the suspension of its mained unavailable. execu- On the morning of September 28, tive di- Apparently the museum re- Natasha Lindstrom of the Pitts- rector. sponded with an internal investi- burgh Tribune-Review reported gation that only led to the young that the Mattress Factory board First man's “will soon announce a number of reported having "received and completed actions” to address the situation. on Sep- workplace harassment training." By that same afternoon came tember 25 by public broadcaster He remained on staff as Lud- word that Michael Olijnyk was WESA-AM, a group of women erowski's associate and successor being placed on "temporary paid met in February with museum Michael Olijnyk reacted in a leave" by the board. officials to present allegations of retaliatory manner to those who sexual harassment and/or assault. signed a letter requesting he take Read Bill O'Driscoll's full report At least two women said that they stronger actions. Formal com- at: http://www.wesa.fm/post/ were victims of rape. plaints since have been filed with mattress-factory-staff-say- the National Labor Relations museum-downplayed-sexual- "None of the women ever re- Board.
    [Show full text]
  • 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.
    [Show full text]
  • 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.
    [Show full text]
  • 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.
    [Show full text]
  • 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.
    [Show full text]