CBS on Wednesday amended its lawsuit against Shari Redstone and National Amusements in the latest attempt to dilute her voting power as the majority shareholder of the media giant.
In a new filing in a Delaware court, CBS challenged NAI’s vote last week to amend its bylaws to prevent the CBS board’s efforts to reduce its current stake in the company from nearly 80 percent to just 17 percent.
“These actions and threats by Defendants are disloyal, inequitable, and not entirely fair,” CBS wrote in its complaint. “Relief from such actions and threats is necessary to protect CBS and its public stockholders from exploitation by its controlling stockholder.”
The filing sets up a legal showdown between Redstone and the CBS board, which voted in a special meeting last Thursday to issue new dividends in an effort to strip NAI of its controlling stake in the company.
In a pre-emptive move last Wednesday, NAI amended its bylaws to require a 90 percent supermajority for any such vote by the CBS board — which would prevent a dilution given the board’s current composition.
CBS’ challenge rests on the SEC’s Rule 14c-2, which it said prohibits the NAI’s bylaw change from becoming effective until at least 20 days after an information statement — which CBS intends to file — is provided to CBS stockholders.
“These purported bylaw amendments are inequitable and invalid under Delaware law and were not effective at the time of the Special Board Meeting pursuant to federal securities laws,” wrote CBS in its amended complaint. The network further described Redstone’s move as “an improper attempt to block CBS’s directors from exercising their statutory authority as required by their fiduciary duties in the best interests of all CBS stockholders.”
Earlier last week, CBS and its independent board members filed a lawsuit seeking to restrain NAI from interference in its operations — including a planned special meeting of the board, which took place last Thursday.
The board voted 11-3 to approve the dilution, short of a 90 percent supermajority, but it has to be approved by the Delaware court.
Executive Compensation 2017: Top TV, Film and Tech Bosses Ranked by Pay (Photos)
There's no business like show business, and few bank on that fact yearly quite like Hollywood's top executives.
Scroll through our gallery for to see top TV, film and digital executives ranked by their 2017 executive compensation (updating as more companies release their top execs' packages).
Tim Cook Apple CEO 2016: $8.5 2017: $12.8 Change: +51 percent
Despite the iPhone X receiving a collective "meh," Apple is still cruising under Cook's stewardship; Apple hauled in a record-setting $88.3 billion in revenue during Q4 of 2017.
Bob Bakish Viacom CEO 2016: N/A (Predecessor Philippe Dauman made $93 million, thanks to golden parachute) 2017: $20.3 Million Change: N/A
The man at the opposite end of Moonves' very long (we imagine) negotiating table. Bakish is tight with National Amusements controller Shari Redstone, and both of them want the Viacom chief to be Moonves' No. 2 should the re-merger happen.
Ted Sarandos Netflix Chief Content Officer 2016: $18.9 million 2017: $22.4 million Change: +19%
Netflix added 20 million streamers and unleashed a slew of new content in 2017, including "Icarus," the drugs-in-cycling documentary that went on to win an Oscar. At the same time, its share price jumped 50 percent (before rocketing in 2018). Sarandos should take a bow -- and buy a very nice villa in the Mediterranean with his raise.
Reed Hastings Netflix President, Chairman and CEO 2016: $23.2 million 2017: $24.4 million Change: +5%
The Netflix head honcho joined the billionaire's club for the first time in 2017, thanks in large part to the company's gamble on original content paying off in spades. He's not taking a victory lap yet, though, with the streaming giant still firmly set on taking over Hollywood. At CodeCon 2017, he said he's always telling his content team to "get more aggressive," rather than "drive toward conformity."
Steve Burke NBCUniversal CEO 2016: $46.07 million 2017: $46.5 million Change: +0.9%
Burke's overall take for 2017 was roughly flat compared with 2016, but the NBCUniveral CEO managed to again bring in more than his boss at parent company Comcast.
Jeff Bewkes Time Warner CEO 2016: $32.6 million 2017: $49 million Change: +50%
Bewkes damn near matched his entire 2016 pay in 2017 stock options. Sometimes it's not so terrible for your company to be bought out. (You know, if the DOJ allows it.) Half of the Bewkes stock haul covers 2018, too -- an incentive to stick around through this merger.
Leslie Moonves CBS Chairman, President and CEO 2016: $69.6 million 2017: $69.3 million Change: No material change
CBS has been "America's Most-Watched Network" for more than a decade under Moonves, but is any amount of money worth that headache that this possible realignment with Viacom comes with? OK, still yes.
No one tell Dish Network’s Charlie Ergen what CBS chief Les Moonves made
There's no business like show business, and few bank on that fact yearly quite like Hollywood's top executives.
Scroll through our gallery for to see top TV, film and digital executives ranked by their 2017 executive compensation (updating as more companies release their top execs' packages).
