Showing 2 posts from September 2018.

Case Spotlight: In re CBS Corporation Litigation

Case Spotlight: In re CBS Corp. Litig., 2018 WL 3414163 (Del. Ch. July 13, 2018) (Bouchard, C.)

CBS Corporation (“CBS”) has two classes of stock.  The Class A common stock has voting power; the Class B common stock does not.  Shari Redstone, through her control of National Amusements, Inc. (“NAI”), controls approximately 80% of the voting power of CBS and approximately 10% of the economic stake.

In September 2016, NAI’s counsel sent a letter requesting that CBS consider a potential combination with Viacom Inc. (“Viacom”).  The board of directors of CBS (the “Board”) adopted resolutions authorizing a special committee of independent directors (the “2016 Special Committee”) to consider the transaction and make a recommendation to the Board.  The 2016 Special Committee’s work ended in December 2016.  In January 2018, NAI again approached CBS asking for a combination with Viacom.  The Board adopted resolutions to form a second special committee (the “2018 Special Committee”) with essentially the same mandate and authority. More ›

Case Spotlight: Cumming v. Edens, C.A. No. 13007-VCS (Del. Ch. July 12, 2018) (Slights, V.C.) (TRANSCRIPT)

In this transcript ruling deciding the plaintiff’s motion to compel production of documents, the Court of Chancery provided some noteworthy guidance regarding discovery from third party financial advisors.  In response to the plaintiff’s subpoena, the financial advisor here had initially asserted boilerplate general objections and offered to meet and confer with respect to each request, without expressly agreeing to produce any documents.  Months later, the financial advisor had still only produced its deal file and limited other documents and had failed to agree to any proposal for the collection, review, and production of its responsive email data. More ›