Bouchard Promises Swift Ruling in CBS Suit Against Shari Redstone in Battle Over Merger With Viacom
A Delaware Court of Chancery judge on Wednesday ordered a brief standstill in CBS Corp.'s lawsuit against Shari Redstone, but promised a decision on the merits of the case Thursday, just ahead of a planned board meeting to dilute the voting power of the company's controlling shareholder.
May 16, 2018 at 05:32 PM
5 minute read
A Delaware Court of Chancery judge on Wednesday ordered a brief standstill in CBS Corp.'s lawsuit against Shari Redstone, but promised a decision on the merits of the case Thursday, just ahead of a planned board meeting at which the voting power of the company's controlling shareholder may be diluted.
Chancellor Andre G. Bouchard's limited ruling prevented the parties, for the time being, from taking further action in the high-stakes legal battle, which has quickly gained momentum since it was filed on Monday morning.
The decision, issued late Wednesday from a Wilmington courtroom, came just hours after Redstone, through her family's National Amusements Inc. holding company, amended CBS' bylaws to block the board's ability to greatly reduce its voting power.
“I am entering the TRO the minute I leave this bench, to protect my jurisdiction,” Bouchard said after a nearly two-hour hearing. “I've never seen anything quite like what transpired here in terms of moving parts.”
A special board meeting is scheduled Thursday, where CBS directors plan to issue a dividend that would reduce Redstone's voting power from approximately 80 percent to just 17 percent. A broader decision on CBS' request for a temporary restraining order is expected before the board is slated to convene at 5 pm.
CBS said in its lawsuit that it wanted to stop Redstone from overhauling the company's board in order to force a merger with Viacom Inc., which is also controlled by National Amusements and the Redstone family.
In the complaint, CBS said a special committee of five independent directors had decided over the weekend that the suggested union with Viacom would irreparably harm the company and its investors.
On Wednesday, Redstone's attorneys decried the maneuver as “completely unprecedented” and a “Monday morning ambush” that improperly sought to strip Redstone of her voting power in CBS. Under Delaware case law, they said, controlling shareholders have the ability to take preventive actions to block such moves.
“It's not moderate; it's not temporary, and it's beyond overbroad,” said Meredith Kotler, a partner with Cleary Gottlieb Steen & Hamilton, who is representing Redstone.
National Amusements has called the suit “outrageous” and denied any intention of removing CBS board members.
Less than one hour before Wednesday's hearing, the company announced changes to the CBS bylaws, which require 90 percent of the company's 14 board members to sign off to approve bylaw amendments and dividends, essentially giving National Amusements a veto over board moves that would threaten Redstone's control.
“NAI believes the irresponsible action taken by CBS and its special committee put in motion a chain of events that poses significant risk to CBS,” National Amusements said Wednesday in a statement. “Due to the magnitude of this threat, NAI was compelled to take this measured step to protect its position while also mitigating further disruption to CBS.”
Attorneys for CBS said National Amusements' announcement supported the company's claims that Redstone was planning to oust board members in order to pursue a deal with Viacom, which split from CBS in 2005 under the tenure of Shari Redstone's father, Sumner Redstone.
“If anything, your honor, the TRO is needed desperately now,” Weil, Gotshal & Manges partner Joseph S. Allerhand told Bouchard. “They're going to remove directors.”
CBS said in court documents that a TRO would simply allow the board to proceed with issuing the dividend, and it would ultimately be up the court to decide on its validity.
According to CBS, Redstone first attempted a Viacom-CBS merger in early 2016, but the deal foundered when CBS demanded protections that would limit National Amusements' influence over the combined company.
However, CBS said Redstone relaunched her efforts in January, causing Viacom's stock to soar while CBS' stock plummeted 28 percent from its 52-week high in April, representing a $7 billion loss in market capitalization for CBS' public investors. Meanwhile, CBS said, Redstone has eschewed third-party offers for the company and refused to submit the suggested deal with Viacom to a stockholder vote.
“The refusal even to allow the board to consider such an offer deprived CBS' stockholders of a value-enhancing opportunity that the special committee or the board, not Ms. Redstone, should have been free to evaluate and potentially use as leverage in other negotiations, including the special committee's negotiations with Viacom,” CBS said in court documents.
CBS' press shop did not immediately respond Wednesday evening to an email seeking comment on Bouchard's ruling. CBS stockholders are scheduled to vote Friday on a slate of nominees for open board positions at the company's annual meeting on Friday.
The case is captioned CBS v. National Amusements.
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