Viacom/CBS possibly to re-merge

[Burning Hearts of Qo'nos]

Yeah, this is pretty amusing. Looks like Moonves' corporate yes-men are hard at work trying to keep him on top. I wouldn't mind a little less Les Moonves myself.

 

[ITDUDE]

Just one more reason for Disney to buy Star Trek.

 

[NeoStar9]

Will be interesting to see how this plays out. Merger talks are always tricky. Redstone trying to force CBS to pay more for Viacom and to have one of Viacom's leaders in power after the fact when CBS is the one that is successful and Viacom is the one having issues has never made sense. None of that is in the best interest of CBS or would make them more open to a merger or buyout. That's the public information at this point and from that it looks like CBS is in the right. They're protecting their shareholders over what they see as a bad deal being forced upon them and trying to head off something they already saw take place at Viacom and seemingly not for the better given how that company is performing. .

 

[Mudd]

Yeah, this is pretty amusing. Looks like Moonves' corporate yes-men are hard at work trying to keep him on top. I wouldn't mind a little less Les Moonves myself.

Well, CBS is doing a hell of a lot better than Paramount. That would be one reason that they wouldn't want Redstone's drones in.

 

[Noname Given]

An LA Time article states a number of reasons CBS would like to keep Shari Redstone away:
http://www.latimes.com/business/la-fi-ct-cbs-viacom-shari-redstone-20180514-story.html

- Moonves and other CBS executives have been stewing for months over CBS' falling stock price as investors became skittish about the potential for a merger with the weaker company, Viacom.

- Only two years ago, Shari Redstone and her ailing father, Sumner Redstone, unilaterally made changes to Viacom's board, which immediately tilted the balance of power and led to sweeping management changes.

- CBS does not want to be weighed down by Viacom's cable channels, including MTV, Comedy Central, VH1 and Nickelodeon, which have lost steam in the ratings as viewers switch to streaming services that don't have commercials.

- The suit seeks to eliminate the Redstone family's clout by treating them like ordinary shareholders. Although the Redstone family owns just 10.3% of CBS' stock, they hold preferred shares — A shares — which give them nearly 80% of the vote.

^^^^
And this last point seems insane in that something like that setup was ever agreed to in the first place (and this was long before these merger talks started) - a 10% stockholder with 80% of the board vote?

 

[ITDUDE]

I am no fan of Moonves, but do I really have to side with the lesser of two evils? How far we have come in last 10 years that Disney is seen as the almighty savior.

 

[NeoStar9]

And this last point seems insane in that something like that setup was ever agreed to in the first place (and this was long before these merger talks started) - a 10% stockholder with 80% of the board vote?

It is indeed insane they have that much voting power. The entire merger seems to be about saving Viacom after the decisions they as a company have made and the changes the Redstone family made with its leadership. CBS seems to be expected to put itself at risk to save Viacom and to make sure the Redstone's investment isn't lost after their bad decisions. Its no wonder the lawsuit happen and there is huge push back. Moonves seems to be running CBS extremely well.

 

[Rahul]

The shake-up at Paramount was more than necessary. It was the people before that who ran the company into the ground. The new management is the sole reason a new ST4 (or Tarantino Trek) is even in the works.

Make no mistake: This is PURELY about Les Moonves wanting to keep his job. Because he knows, in the case of a merger, he would need to go. And BY GOD do I hope he goes! But apparently he will do anything - laughably underbidding Viacom in the first place and using every legal possibility to avoid the merger, even if it incluides harming his own company - just to keep his position and his sweet bonus-es.

Neo-liberal capitalims at it's finest: Split every property up, over-value the single components, stop innovating and focus solely on bumping the stock - and then cash out until the company is dry. Then just leave. I'm actually surprised Les Moonves didn't sell the the property rights to Kirk and Spock and the Enterprise individually to different companies to maximize profits...

 

[NeoStar9]

Of course he wants to keep his job. I don't see how his actions are harming CBS though. On news of the lawsuit CBS's stock actually went up. Investors themselves don't want the merger it seems. Talk of the merger overall was what was hurting stocks cause of the uncertainty around it. CBS has grown to be the top broadcasting network under his leadership and he's been expanding into streaming in order to future proof the network. Something Viacom wasn't doing at all. Sure he wants to keep his job but he's also been doing a very good job as well. That doesn't have to factor if someone likes him personally. The same can't be said for Viacom and the companies under that brand. That's why they offered low in their opening bid. CBS is the much stronger company and in a better position. A stronger company isn't going to and shouldn't offer high for a weaker company that they think will drag them down.

Also if a merger were to happen, at least before this lawsuit he wasn't going anywhere. He was still going to be leading the combined company. The issue was who was going to be his second. He wanted the person that is his second at CBS. Redstones wanted the head of Viacom to be second in charge. That person was hand picked by the Redstones I believe to lead Viacom and would likely be loyal to them first. That's why Moonves was very likely fighting that and likely in part lead to this lawsuit.

 

[Tuskin38]

Nick Meyer has said his secret Star Trek project is on hold because of all of this

http://trekcore.com/blog/2018/05/nick-meyer-offers-hints-on-secretive-star-trek-project/

 

[Wowbagger]

Can someone explain to me how CBS can sue its own parent company? Can't the parent company just go, "Haha, that's nice," and change the entire Board of Directors?

 

[pst]

Can someone explain to me how CBS can sue its own parent company? Can't the parent company just go, "Haha, that's nice," and change the entire Board of Directors?

they're suing the redstones and their company national amusements claiming that by forcing the merger, they're reneging on their financial obligation to protect CBS as board members. basically, yes they have the voting power to force the merger, but CBS argues it would harm CBS and is therefore a violation of their obligation as board members.

 

[ITDUDE]

http://www.latimes.com/business/hollywood/la-fi-ct-cbs-redstone-court-20180516-story.html
WTF is going on. This is getting dirty as hell.

The Redstone family, through its investment vehicle, National Amusements Inc., said it had amended CBS' bylaws to prevent further changes or authorizations of dividends without the agreement of a supermajority of board members.

CBS has planned to hold a special board meeting Thursday, intending to issue a dividend that would give voting power to CBS shareholders who currently lack that power. That would dilute the Redstones' control over the company's affairs. Instead of controlling the company, with nearly 80% of the vote, the family's voting stake would be reduced to 17%.

CBS said there was a provision in its charter that allows for such a dividend. It asked the judge to block the Redstones from making any changes to its board before Thursday's vote could take place and the vote's results could be put into effect. But National Amusements did just that on Wednesday.

"National Amusements Inc. believes the irresponsible action taken by CBS and its special committee put in motion a chain of events that poses significant risk to CBS," the Redstone family said in a statement midday Wednesday. "Due to the magnitude of this threat, NAI was compelled to take this measured step to protect its position while also mitigating further disruption to CBS."

 

[NeoStar9]

So looks like CBS got the restraining order against Redstone and NAI. I wonder if that voids what Redstone did today. Judge will be making decision tomorrow morning.

https://twitter.com/CNBCnow/status/996843002860638209

 

[F. King Daniel]

Looks like the USS Discovery is docked in a burning house.

 

[pst]

 

[BillJ]

So if CBS loses, I imagine Moonves gets fired.

 

[ITDUDE]

So if CBS loses, I imagine Moonves gets fired.

At this point it’s a given.
Though I doubt he will cry a lot. I believe his golden parachute is in the $150million ballpark

 

[DaveyNY]

I rather doubt that the Judge will find in Redstones favor.
Especially since Ms Redstone underhandedly changed the bylaws just before going into court.
(the Judge blocked any further attempts by her in that area)

The Judge will probably allow the vote to take place eventually.
So it'll all come down to how many Board members Redstone can bribe, before the vote actually takes place.

 

[NeoStar9]

Making that change right before the judges hearing was not at all a good move I think. If anything it helped prove CBS's point it was trying to make. It also makes Redstone out to be a liar and not trustworthy as well by saying over and over again that CBS was wrongly believing she would do something only to turn around and do one of the things they were clearly worried about.