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As CBS Corp. nears a formal acquisition offer for Viacom, the actions of two key players — controlling shareholder Shari Redstone and acting CBS CEO Joe Ianniello — will be closely watched in the coming weeks.
Redstone’s moves are under scrutiny because of the potential for litigation surrounding a deal that some have criticized as CBS coming to the rescue of Viacom, at the expense of CBS’ independent shareholders. Ianniello, meanwhile, is likely to face a decision soon about whether to extend his contract again on a short-term basis to help steer CBS through a possible merger. And there is increasing talk about the reunification of CBS-Viacom being the first step in a larger campaign to buy or sell in order for Redstone to better position CBS and Viacom for the future in a rapidly changing media marketplace.
Redstone - Vice - Chair - CBS - Viacom
Redstone, who is vice chair of CBS and Viacom, has to tread carefully during any negotiations between CBS and Viacom because she is bound by a legal settlement reached last year with ousted CEO Leslie Moonves and other six other former members of the CBS board of directors. That settlement spells out that at least two-thirds of the independent directors of CBS Corp. have to support a merger with Viacom in order for a deal to happen. The agreement settled a bitter legal skirmish in which the CBS board sought to strip Redstone of her voting control of CBS by alleging that she engaged in actions that were contrary to the interests of other shareholders.
The notion of bringing CBS and Viacom back together – media giants that were merged by her 96-year-old mogul father, Sumner Redstone, in 2000 but split up again in January 2006 – has been polarizing among investors. Some Wall Street analysts have argued forcefully for the logic of a deal...
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