Examples of CBS Board in a sentence
The precise amount, form (including equity and equity-based awards, which for purposes of this Agreement are collectively referred to as “equity awards”) and timing of any such long-term incentive award, if any, shall be determined in the discretion of the Compensation Committee of the CBS Board of Directors (the “Committee”).
Because the pleading standard under Chancery Rule 23.1 is more demanding than the standard imposed by Chancery Rule 12(b)(6), it follows that the motion to dismiss the claims against these same CBS Board members for failure to state viable claims must also be denied.
Even if entire fairness review applies, however, Defendants argue that Plaintiffs fail to state a claim that the Merger was unfair or, as to members of the CBS Board, to plead non-exculpated claims upon which relief can be granted.For reasons explained below, in large measure, Defendants’ motions to dismiss must be denied.
Gordon had chaired the 2018 CBS special committee, had been a key negotiator with Viacom’s special committee and had taken the lead on presenting the dividend proposal at the May 2018 CBS Board meetings.
Defendant, Ms. Redstone, is a director and Chair of ViacomCBS.21 Prior to the Merger, she was Vice Chair of the CBS Board and Vice Chair of the Viacom Board.22 Ms. Redstone controls ViacomCBS through National Amusements, Inc.
As for the viability of the claims, Defendants maintain that Plaintiffs’ breach of fiduciary duty claims related to the Merger must be evaluated under the deferential business judgment rule because Plaintiffs have failed to well plead that the NAI Parties, as controller, derived any benefit from the Merger not shared with CBS’s other stockholders and have failed to well plead that the CBS Board was otherwise conflicted.
With the CBS Board unwilling to negotiate, Ms. Redstone’s first attempt to cause a merger failed.Ms. Redstone was distressed but not deterred.
In a more public display of frustration, shethreatened the CBS Board with retribution and pledged “the merger would get done ‘even if [she had] to use a different process.’”7 She then emailed a trusted Viacom director seeking recommendations for CBS board nominees “whose loyalty to [NAI] I can trust.”8In January 2018, advisors warned Ms. Redstone that, absent a Viacom/CBS merger, the NAI Parties may be left with a portfolio of assets burdened by Viacom’s underperformance and unattractive to suitors.
Most troubling to the CBS Board, however, was that the NAI Parties were attempting to thrust a floundering Viacom upon a thriving CBS in hopes that the combination would enhance the value of the NAI Parties as controlling stockholders of both companies.
Defendant, SMR Trust, is a Massachusetts-based trust that holds approximately 80% of the common stock of NAI.29 Ms. Redstone became a trustee of the SMR Trust upon Sumner Redstone’s death.30 Thus, Ms. Redstone now effectively controls the SMR Trust, NAI and Holdings (together with Ms. Redstone, the “NAI Parties”).31 The “Director Defendants,” named below, consist of ten individuals (excluding Ms. Redstone) who served as CBS Board members at the time of the Merger.32 They are Candice K.