CBS and the Redstones may want to book Judge Judy

CBS declares war on Shari Redstone over Viacom merger

CBS declares war on Shari Redstone over Viacom merger

National Amusements' Shari Redstone was reportedly pushing for Viacom CEO Bob Bakish to be installed a chief operating officer of the combined company, while CBS CEO Les Moonves reportedly wanted to keep his current COO, Joe Ianniello.

It then lists a number of ways that Shari has allegedly abused her power to undermine the board and hijack control for herself and National Amusements. "These escalating attacks make it hard for management to perform its duties and threatens continuity of management", the filing states.

CBS has filed a suit against National Amusements alleging breach of fiduciary duty and seeking to prevent it from interfering in a special meeting where CBS directors will consider a dividend of class A common shares to be distributed to all stockholders.

The suit seeks to push through the issue of a stock dividend that would dilute National Amusements' voting interest from about 79 percent to 17 percent, CBS said in a statement.


"The dividend would not dilute the economic interests of any CBS stockholder", CBS said in a press release.

The lawsuit also claims that Ms. Redstone told the CEO of a potential acquirer of CBS that he should not make the offer, "thereby depriving CBS stockholders of a potentially value-enhancing opportunity", which the board or the special committee should have been free to evaluate.

"The Special Committee believes that the Company and its public stockholders face a serious threat of imminent, irreparable harm in Ms. Redstone's potential response to the Special Committee's unanimous decision yesterday, May 13, 2018, that the proposed Viacom transaction is not in the best interests of CBS stockholders (other than NAI)", CBS wrote in its lawsuit (PDF).

The agreed upon price was a ratio of 0.6135 CBS shares for every Viacom class B share. "Judges typically are sympathetic to applications for temporary restraining orders when there is a matter of great seriousness that might be upset if this injunction isn't put in place".

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