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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 ›