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”).
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.
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.
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.
In riposte, the NAI Parties countersued alleging the special dividend was unlawful as a matter of statute and the product of breaches of fiduciary duty by members of the CBS Board who were acting for the sake of entrenchment.
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.
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.
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.
Even assuming Plaintiffs have pled derivative rather than direct claims, a point they dispute, Plaintiffs have adequately pled demand futility because a majority of the members of the CBS Board that would have considered a demand face a substantial likelihood of liability for the non-exculpated breach of their fiduciary duty of loyalty in negotiating the Merger and facilitating Ms. Redstone’s quid pro quo with Ianniello.