As CBS Corp. nears a formal acquisition offer for Viacom, the actions of two key players — controlling shareholder Shari Redstone and acting CBS CEO Joe Ianniello — will be closely watc…
will be brought together again. In her role as president of NAI, she has overhauled the boards of Viacom and CBS during the past three years out of a desire to bring more experienced media business leaders to boards that were seen as having become too cozy with former CBS CEO Moonves and former Viacom leader Philippe Dauman. Critics say Redstone has packed the panels with like-minded people who will support her vision of reuniting CBS and Viacom.
If there are credible legal challenges, the Delaware courts will be the most important arbiter, according to Charles Elson, director of the John L. Weinberg Center for Corporate Governance at University of Delaware. CBS and Viacom are both incorporated in Delaware. “When a Delaware court looks at these things they usually do some kind of analysis as to the fairness of the transaction to both groups of the company’s shareholders,” Elson says. “The court will look at the voting patterns among the minority shareholders and whether they got a majority of the minority shareholders.”
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