CBS Brings Shareholders Up To Speed On Battle With Shari Redstone And National Amusements


CBS spelled out the details of the bylaw changes that have become a flashpoint in a court battle pitting the media company against its controlling shareholder, Shari Redstone.

The network filed an “information statement” with the SEC today that brings investors up to speed on the new rules Redstone instituted May 16 through the family’s holding company, National Amusements, and CBS’ efforts to invalidate them in the Delaware Chancery court (or, at minimum, postpone the effective date by 20 days).

Redstone sought the last-minute change to render meaningless a planned CBS board vote to dilute her nearly 80% voting control over the media company. That vote took place anyway, winning the support of a majority of the board members. Now, the two sides are duking it out in court.

At issue is Redstone’s advocacy for a merger of CBS and its corporate sibling Viacom. CBS’ board has concluded that deal isn’t in the best interest of the network and argues in court documents that it needs protection from Redstone’s interference. 

Redstone, through a spokesperson for National Amusements, has repeatedly maintained she has no intention of forcing a deal that fails to win the support of both companies. National Amusements argues CBS simply wants to get rid of its controlling shareholder.

CBS Chief Legal Officer Lawrence P. Tu lays all of this out in a painfully dull seven-page document that’s devoid of the sharp, combative language of CBS’ court filings (here it is, if you’re curious). He notes that no action is required of shareholders.

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