The US media company CBS has lost an initial court battle amid a dispute with its biggest shareholder over control of the company. Deadline has learned that CBS Board Vice-Chair Redstone plans to attend the board meeting in person this afternoon.
But the judge's ruling on Thursday may nullify Redstone's recent action.
CBS will postpone its annual meeting, which was set for tomorrow, in the midst of the legal drama.
"By any reckoning, the dividend proposal is an extraordinary measure, presumably reflective of the depth of concern the independent members of the special committee have about Ms. Redstone's intentions, " Bouchard noted in his ruling.
The CBS board sought to prevent Redstone, whose company National Amusements owns controlling shares of CBS and Viacom, from forcing out members before Thursday night's vote on issuing a stock dividend.
CBS is the corporate parent of CBS News and CBS MoneyWatch. The court said the restraining order wasn't necessary because the company can legally challenge board maneuvers from Redstone.
Rallying this week as the company sought to assert its independence over its controlling shareholder, CBS' stock tumbled back to earth today after a DE judge denied the company's legal moves and the board is set to vote on a dilution measure that now is largely symbolic. Shortly before Wednesday's hearing, she changed the CBS bylaws to require a supermajority vote on matters like this.
In a statement, CBS vowed to continue its fight in court. "We could not agree more".
NAI was also happy with the ruling from DE, saying in its own statement, "The court's ruling today represents a vindication of National Amusements' right to protect its interests". "As we intend to demonstrate as the case proceeds, the actions of CBS and its special committee amount to a grievous breach of fiduciary duties and show no regard for the significant risk posed to CBS and its investors". After Thursday's court decision, it said: "We are pleased by the court's decision to deny CBS and its special committee's unprecedented motion to try to deprive a shareholder of its fundamental voting rights".
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Meanwhile, CBS has pledged that if the board approves the dividend, it would not issue any shares or cause the dividend to become effective without the judge's consent.
According to the lawsuit, the meeting will be used to consider whether or not to issue a special dividend to stockholders that would dilute National Amusement's voting shares in CBS from almost 80 percent to only 17 percent.
However, CBS said Redstone relaunched her efforts in January, causing Viacom's stock to soar while CBS's stock plummeted 28 percent from its 52-week high in April, representing a $7 billion loss in market capitalization for CBS's public investors. Moonves is suggesting that this is breach of fiduciary duty, but as we understand it, only an officer of the company can breach...
Although Delaware court Chancellor Andre Bouchard said in the ruling there was no legal precedent for granting CBS's request for a restraining order, he said the company could challenge National Amusements in court if it takes actions that could harm shareholders.
But Redstone's camp says she has no intent to "force" a merger.
"This is not a nuclear option", CBS attorney Ted Mirvis told Bouchard.
It's hard to see the two sides coming to a compromise.
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