Redstones Win First Battle in CBS Fight

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Update: The judge has ruled against CBS' request for a temporary restraining order.

After learning of the meeting, Redstone rewrote CBS' bylaws to require a 90% supermajority to call special board meetings.

The payment of the dividend is conditioned on a final determination by the DE courts, including a final decision on or the exhaustion of time for any appeals, that the dividend is permissible.

Viacom and CBS were a single entity up until 2006, when the Redstone family split them into an independent CBS and a pared-down Viacom.

At the same time, in light of the recent actions by NAI and the pending litigation in the Delaware Chancery Court, the Board of Directors determined to postpone its 2018 annual meeting of stockholders that was previously scheduled to take place tomorrow.

But Redstone's camp says she has no intent to "force" a merger.

On Wednesday, shortly before a hearing on the matter, Redstone engaged in what's being characterized as "self-help relief".

The proposal to dilute the voting power of the controlling stockholder is audacious.

CBS, led by Les Moonves, is trying to wrest power away from Shari Redstone, the controlling shareholder of the company. "Why am I not opening the door?" Hedge funds and other institutional investors own 77.73% of the company's stock. In the middle are the directors of a corporate board. The court said the restraining order wasn't necessary because the company can legally challenge board maneuvers from Redstone.

"What is NAI afraid of?" he asked. If consummated, the dividend would enable the Company to operate as an independent, non-controlled company and more fully evaluate strategic alternatives. What happened here was an ambush.

In court filings on Wednesday, both sides said they were being forced to take extreme measures.

"CBS management and the special committee can not wish away the reality that CBS has a controlling shareholder", the company said in a statement.

The judge replied that nothing would be effective until the court reviewed it. Benchmark maintained CBS Corporation (NYSE:CBS) rating on Tuesday, August 8. NAI denied it was about to make such a move.

To view the full article, register now. (NYSE:CBS) by 0.7% during the first quarter, according to the company in its most recent disclosure with the SEC.

In his ruling Thursday morning, Bouchard said National Amusements' "act of self-help" Wednesday afternoon "belies" Redstone's claims that she does not intend to overhaul the CBS board in pursuit of a merger with Viacom, but found that CBS would not suffer irreparable harm without a restraining order.

"While we are disappointed that the judge did not grant a TRO, the ruling clearly recognizes that we may bring further legal action to challenge any actions by NAI that we consider to be unlawful, and we will do so", CBS said in a statement.

The change in control would come via a pro rata dividend of 0.5687 shares of Class A stock for each share of Class A and Class B stock held. There has been widespread concern about Redstone's push to merge CBS with National Amusements' other company, Viacom.

On exceptionally heavy volume of 11.97 million shares, CBS shares were down by 4.1%, to $51.61.



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