Examples of NAI Affiliated Directors in a sentence
As of the Effective Time, the board of directors shall be composed of: (i) the six (6) Initial CBS Directors; (ii) the four (4) Initial Viacom Directors; (iii) two (2) NAI Affiliated Directors; and (iv) the Chief Executive Officer.
See Hyde Park, 292 A.3d at 183 (“While serving as a director, Weiss also managed the funds.”); AOC, 1992 WL 97220, at *1 (“Plaintiff, in effect, is a member of Clark Oil’s board since its two constituents are members of its board.”); CBS, 2018 WL 3414163, at *7 (“Ms. Redstone is one of the NAI Affiliated Directors (as well as one of the NAI Parties) and, by all accounts, is the key decision- maker for NAI .
The fact that the Committees were formed with their own counsel means that the NAI Affiliated Directors were not joint clients of committee counsel, but it in no way changes the fact they remained joint clients of CBS Counsel.
First, the NAI Affiliated Directors did not cease to be joint clients of the Company’s counsel upon the formation of either special committee to consider a potential Viacom/CBS combination.
Thus, communications between CBS Counsel and management or other directors cannot be shielded from disclosure to the NAI Affiliated Directors, whether those communications took place before or after the formation of the special committees.
As discussed below, the CBS committees were formed to consider a potential CBS/Viacom transaction, and the NAI Parties recognize that communications between the committee members and committee counsel for the purpose of facilitating the rendition of legal advice and within the scope of thecommittees’ mandates remain privileged and can be shielded from disclosure to the NAI Affiliated Directors who were not clients of committee counsel.
According to the CBS Complaint, the 2018 Committee worked “during the week of May 7, 2018 and continuing over the weekend on May 11-13,” and at some point during that time, “finally determined that a CBS/Viacom merger is not in the best interests of the CBS stockholders.” ( Id. ¶ 67.) But that rejection of the deal was not communicated to the NAI Affiliated Directors.
Neither CBS nor the Board can assert privilege to withhold information from Ms. Redstone or the other NAI Affiliated Directors.
It is well settled that communications between counsel and one or more of its joint clients cannot be shielded from disclosure to other joint clients.16 Thus, communications between CBS Counsel and management or other members of the CBS Board cannot be shielded from the NAI Affiliated Directors, who were joint clients.
Accordingly, once the Director Defendants, CBS management, or the special committees (or committee counsel) involved CBS Counsel, they should have known that under Delaware law, CBS Counsel could not, consistent with its obligations to its joint clients, keep those communications from its other clients, the NAI Affiliated Directors.