Shari Redstone and Leslie Moonves Have Starring Roles in a Corporate War Behind the Battle Over the Future of MTV and 'Big Bang Theory' A Battle for Control of CBS, With Far-Reaching Consequences CBS Board Votes in Favor of Diluting Control of National Amusements CBS Halts Tomorrow's Annual Shareholder Meeting Following Board Vote Showdown

Shari Redstone and Leslie Moonves Have Starring Roles in a Corporate War

In the morning, a judge’s decision went against the CBS executive. Later in the day, there was a tense board meeting at the CBS Building.

Shari Redstone and Leslie Moonves Have Starring Roles in a Corporate War Image Leslie Moonves, the chief executive of CBS, is at war with Shari Redstone, the leader of the network’s parent company. Redstone’s main opponent, Mr. Bouchard of Delaware’s Court of Chancery left a door open for CBS to challenge any further moves by its main shareholder down the line. Moonves, whom she had originally hoped would run the combined entity.

Image Nickelodeon, a Viacom channel for children and teens, has lost some of its talent over the years. Paley founded the Columbia Broadcasting System. Image Sumner and Shari Redstone in 2012. Redstone is said to be eyeing for Mr. Entrepreneurial founders are often reluctant to cede control; Facebook, Google’s parent company Alphabet and Snap are all dual-class share companies. One called the merger a potential “disaster” for CBS.

Early Thursday, a Delaware court handed Shari Redstone and her family-owned National Amusements an important legal victory in a fight for control of CBS. Eleven of the 14 board members supported a proposal to issue a dividend that would dilute Shari Redstone's controlling stake in the broadcaster. Earlier this year Shari Redstone pushed CBS and Viacom to form special board committees to explore a merger.

With three board seats controlled by her company, National Amusements Inc. (NAI), that would give her effective veto power over the dilution. Redstone to orchestrate the merger. Kahl added that the number of questions he could not answer far exceeded the number of questions he could. Credit Krista Schlueter for The New York Times By Michael J. de la Merced and John Koblin May 17, 2018 They were once allies, if not friends.

Earlier in the week, while the judge was considering the lawsuit, Mr. But he was not on board with the plan, believing it to help a struggling Viacom but not a prospering CBS. Shari Redstone, the president of National Amusements, which controls both companies, is in the thick of a public clash with Leslie Moonves, the chief executive of CBS, where Ms. Last year the channel’s president, Cyma Zarghami, cut a ribbon accompanied with Viacom’s chief executive, Robert Bakish, and Shari Redstone, vice chairwoman of the board, third and fourth from right.

Behind the Battle Over the Future of MTV and 'Big Bang Theory'

The idea of combining CBS and Viacom has created quite a drama. The characters include a once-estranged father and daughter and the executive that turned around a network.

And CBS would be free to pursue a merger with someone like Verizon, or go it alone. The vote by CBS' board would let it issue a dividend that dilutes Redstone's preferred stock voting power to roughly 20 percent from the current 79 percent. CBS CEO Les Moonves was one of the 11. They did, and the merger negotiations progressed for a while, but then broke down. People on Team Moonves say this week's maneuverings are a smart power play on his part and the CBS board's part.

But what had been a cold war started to burn hot on Monday, when a lawyer representing the network and its key board members filed a lawsuit against National Amusements and Ms. At 4:15 p.m., moments after the judge issued the decision to delay the legal battle, Mr. The entertainment mogul Shari E. She is fighting for control of her father’s empire. Moonves was playing his role as the gregarious network executive to the hilt: On Tuesday, he attended a dinner thrown by the talent agency WME at Peter Luger, the Brooklyn steakhouse.

Redstone is vice chairwoman. Credit Charley Gallay/Getty Images for Nickelodeon And last year, Viacom brought in the seasoned Hollywood insider James N. It has a market capitalization of nearly $20 billion. Credit Frederick M. John Koblin contributed reporting. Should CBS ultimately prevail in what would be a highly unusual attempt to dilute a controlling shareholder, a bevy of dual-class companies will no doubt be scrambling to rewrite their bylaws.

A version of this article appears in print on , on Page B 1 of the New York edition with the headline: A Fight for Control That Will Transform The Media Picture, No Matter Who Wins . Such a move would effectively give CBS independence from National Amusements. The other 10 sided with him. Moonves and others in his camp are merger-averse. They portray the board as fighting for its freedom and the future of CBS.

A Battle for Control of CBS, With Far-Reaching Consequences

No matter who wins in the fight over the proposed reunion of CBS and Viacom, both companies will be profoundly affected and the media landscape will be transformed.

The talks renewed in January, with specially appointed committees at CBS and Viacom evaluating the proposed combination. She wants to combine CBS and Viacom . In 1999, it turned around and announced it would acquire its former parent . CBS alleged in its lawsuit that Ms. Brown/Getty Images In 2015, after she was removed from his home, Mr. Credit Ryan Stone for The New York Times; Gabe Ginsberg, via Getty Images for Showtime By James B.

Though CBS faces the same advertising challenges as the other broadcast networks, analysts have praised Mr. CBS, led by chairman and CEO Leslie Moonves, had on Monday filed a lawsuit in Delaware Chancery Court against its vice chair Shari Redstone, Sumner Redstone and National Amusements. CBS had sought a restraining order this week to block Redstone, president and controlling shareholder of National Amusements, from making changes to the board.

CBS is widely seen as the stronger of the two companies, and some key Wall Street analysts harbor doubts about the benefits of a merger. Moonves "knows CBS and Wall Street are with him," an insider remarked on condition of anonymity. CBS filed suit on Monday in Delaware Chancery Court to prevent NAI from replacing CBS board members in order to clear the path for the CBS-Viacom merger. The board planned to vote on a special stock dividend that would drastically water down the Redstone family’s voting stake at CBS to 17 percent from 79 percent — a move that would give Mr.

They find themselves at an impasse because of Ms. The CBS board meeting began at 5 p.m. on the 35th floor of the CBS Building, known as Black Rock, in Midtown Manhattan. At the network’s spare-no-expense party after the event, held in grand rooms on four floors of the Plaza Hotel, Mr. Publicly, Mr. He is less enthused. Viacom and CBS were a single entity until 2006, when Sumner Redstone, the 94-year-old chairman of National Amusements and Ms.

Redstone’s former girlfriend Manuela Herzer filed a lawsuit alleging that Mr. Stewart May 16, 2018 It’s no secret that the proposed reunion of CBS and Viacom hasn’t been a Hollywood romance. There was widespread amazement on Wall Street this week that Ms. Moonves for positioning CBS for the digital era. The special committee believes that the company and its public stockholders face a serious threat of imminent, irreparable harm in Ms.

CBS Board Votes in Favor of Diluting Control of National Amusements

The Les Moonves-led company also said it has postponed its annual meeting of stockholders that had been scheduled for Friday.

On Monday the members of the CBS special committee filed a lawsuit against Redstone and National Amusements. People on Team Redstone say that's irrelevant because Redstone is well within her legal rights. CBS management and the special committee cannot wish away the reality that CBS has a controlling shareholder. Moonves more freedom to reject a merger with Viacom. Hands in his pockets, Mr. Redstone’s desire to merge the two companies, which are corporate siblings.

Moonves sat on a couch in the company of his wife, the anchor and television host Julie Chen, as the talent stopped by to kiss the ring. Moonves and Ms. On Thursday, a Delaware judge handed Ms. Redstone’s father, split them up to try to extract more value. Based in Norwood, Mass., the company continues to operate more than 950 movie screens. Redstone was not mentally fit and that Ms. But simmering tensions erupted into open warfare this week, with far more at stake than control of two legendary entertainment companies.

He’s not only kept CBS the No. Redstone's potential response to the special committee's unanimous decision ... Notably, however, CBS said the dividend offer would depend on the Delaware court authorizing the payment. But now it's crystal clear where everyone stands. The board members outlined disputes with Redstone and expressed concern that she would force through a merger by using her power over the board.

At present, both sides are limited in their next moves as Bouchard has made it clear he has the authority to address any issues that are violations of fiduciary duty. In its lawsuit, CBS claimed that Ms. Moonves, who began his show business career as an actor in the 1970s, added, “So. Moonves, for his part, is firmly against the proposed merger. Redstone and Mr. Despite such trappings, which go along with an annual pay package of $69.3 million, Mr.

CBS Halts Tomorrow's Annual Shareholder Meeting Following Board Vote Showdown

After a high-stakes court battle with Shari Redstone, CBS directors pulled the plug today on tmrw's annual shareholder meeting

In 1987, National Amusements acquired Viacom for $3.4 billion in cash and stock following a four-month takeover battle that Mr. Redstone had tapped a network of spies to win back her father’s trust. Although the two sides had been negotiating over how much CBS should pay for Viacom, and who should be in charge after the merger, control is the real issue. Now her hands are tied, at least temporarily.

National Amusements called CBS' move "outrageous" and said it would vigorously defend itself in court. That could be a tall order because of Bouchard's ruling that 90 percent of CBS' board would need to approve the dilution measure. Translation: More autonomy and a possible sale. In the suit, the five board members said they "unanimously believe that the CBS Board has a fiduciary duty to act now to protect all stockholders and prevent Ms.

NAI at present owns about 10% of the equity in CBS, which would not be changed by the stock dividend. Redstone would seek to prevent the meeting and perhaps even replace the members of the board with her allies — something Ms. Redstone to merge CBS and Viacom started innocently enough, or so it seemed. At stake is Mr. Moonves were both present. Moonves may not be able to run CBS in a manner that goes against the wishes of its major shareholder.

CBS was denied its request for a temporary restraining order that would have barred Ms. At the time of the breakup with CBS, Viacom was considered the business with the most promise. Redstone described as feeling like “war.” A Redstone family trust controls National Amusements and will be responsible for making decisions about Mr. After one day of testimony, upon watching a video of Mr. The CBS board and management “have simply become uncomfortable with the reality that CBS has a controlling stockholder,” Ms.

CBS board passes symbolic vote in battle with Shari Redstone - as legal fight continues

Court rules that Shari Redstone can challenge a plan by CBS directors that would dilute her stake in the broadcaster

Chancellor Andre G. On Feb. First, a judge ruled against an effort by CBS to block Ms. The mood was tense. Since 1999, Ms. The special committees working on the merger reached a preliminary agreement last week, according to people with knowledge of the discussions. Eleven board members voted in favor of the plan, and three voted against it. But since late 2005, Viacom’s stock price, adjusted for the effect of dividends, is down 5 percent while CBS’s has more than doubled.

Redstone saying that he would someday entrust his health care decisions to his daughter, a California judge dismissed the suit . Redstone asserted in a response to the suit. After years of being estranged from her father and isolated from the family business, Ms. Disney, the market leader, had over 34 percent. The board voted 11-3 to approve a special dividend that would grant 0.57 share of Class A voting stock to every shareholder, including those who currently hold non-voting shares.

Earlier in the day, a judge in Delaware Chancery Court sided with Redstone by ruling against a request by CBS for a temporary restraining order. The board outlined its plan to reduce Redstone's control by issuing a dividend that would dilute her voting stake. Cable News Network. The board of CBS Corp. voted 11-3 on Thursday to dilute the voting power of Shari Redstone, in a striking rebuke to the company’s controlling shareholder.

The plan seemed to make sense. Redstone from having what is perceived as outsize influence over its board, which had scheduled a meeting to vote on reducing the influence of the Redstone family on CBS. The day before the meeting, Ms. Redstone has served as the president and director of her father’s company, and her role has lately expanded, now that Mr. But Mr. Redstone claimed victory, saying a bylaw change she had enacted required 90 percent of the board to approve.

CBS crisis comes to a head as Moonves and Redstone fight for network's future

The CBS board is scheduled to hold a special meeting Thursday afternoon and vote on a dividend that would dilute Shari Redstone's voting stake.

Redstone has gone on a crash course in media management, lunching with other media executives and showing up at the Sun Valley conference and other media watering holes. Those are suffering acutely from the cord cutting that is afflicting the entire cable industry. (Mr. NAI yesterday exercised its legal right to amend the company’s bylaws to require a supermajority vote on certain board actions with respect to dividends, effective immediately.

In effect, Redstone won round one. CBS said a provision in its bylaws allowed this move. A Time Warner Company. Copyright 2018 Variety Media, LLC, a subsidiary of Penske Business Media, LLC. Technically, he granted CBS’s request for the temporary restraining order, but with modifications. At the same time, traditional media companies are contending with technology companies like Apple and Facebook that have moved into the entertainment business.

Redstone had changed the board’s bylaws to require a 90 percent supermajority for any motion to carry. Redstone is in poor health, under the watch of attendants in his $20 million mansion in Beverly Hills, Calif. Moonves resisted giving his counterpart at Viacom, Mr. But the legal fight is far from over. Robert Bakish, Viacom’s chief executive since late 2016, has guided the company to improve its performance recently.

LESLIE MOONVES is easily one of the most influential players in the entertainment industry, so recognizable that he occasionally plays himself in cameos on his network’s shows. Redstone might well include considering a takeover offer, especially in light of a rapidly consolidating media and communications landscape. By all accounts, she’s taken on the task with a level of enthusiasm and determination that rivals her father.

With tensions already in the air, directors kept a low profile Thursday as they arrived at CBS HQ for the meeting. Viacom and CBS split in 2006. CBS moved forward with a 5 p.m. The board sought a temporary restraining order to stop Redstone "from interfering" in the vote. Updated May 17, 2018 9:21 p.m. Have a tip? The judge is expected to issue a more expansive ruling on Thursday concerning whether the result of the CBS board’s planned vote will be allowed to go into effect.

CBS Board Defies Shari Redstone

Directors voted to strip the National Amusements president and her family of their voting control over the media company.

With the 3 people voting against the attempt to lessen Ms. Since February of last year, Ms. Bakish, any management or board role at the combined company. Central to the conflict are questions about who might join or overtake Mr. He is a favorite of Ms. The two spent several years estranged as they feuded publicly over her place in his empire. In 2016, Mr. CBS executives were incensed that Ms. Still, there’s nothing in her experience that would typically qualify her to run major media companies.

Two were spotted walking the short distance from their chauffeur-driven SUVs to the building, with security guards by their sides. National Amusements owns a majority of the voting shares in both CBS Corp. and Viacom, the media company behind Paramount Studios and the cable networks Comedy Central, MTV and BET. ET board meeting, where Redstone and Moonves came face to face for the first time since a lawsuit was filed on Monday.

CBS Corp. and its controlling shareholder National Amusements Inc. are so entrenched in a power struggle that they can’t even agree on the outcome of a board vote. It was the prospect of the Viacom acquisition that caused the de-rating of CBS stock. Less than an hour before the hearing, Ms. Cut to little more than three months later: CBS and National Amusements were tussling as lawyers working under the direction of their headstrong leaders filed motions against each other.

Redstone’s share, CBS had only 78 percent of the vote. Redstone has been the official head of National Amusements, having taken control from the patriarch who once boasted that he would never die. Soon after that, the feud was out in the open. Moonves in the leadership suite of the merged business, the price of the deal and whether Ms. Redstone’s, and in her vision of a joined CBS and Viacom he would serve as second-in-command to Mr.

CBS Board Majority Supports Bid to Dilute Shari Redstone's Voting Power, Annual Meeting Postponed

The board of CBS Corp. voted 11-3 on Thursday to dilute the voting power of Shari Redstone, in a striking rebuke to the company's controlling shareholder. The dilution -- which some have termed the "nuclear option" -- would strip Redstone of her control of the $20 billion company.

CBS is the corporate parent of CBS News and CBS MoneyWatch. Here's how we got to this point. That meant the dividend proposal would almost certainly fall short. On Thursday, CBS said its board voted to strip National Amusements President Shari Redstone and her family of their voting control over the media company. At the end of trading on Thursday, shares of CBS were at $51.61, down from $60 in January.

With the legal decision that is expected to be issued on Thursday, Ms. A former criminal defense lawyer, the Massachusetts-born Ms. In a statement issued afterward, National Amusements said it “has no intention of forcing a merger that is not supported by both CBS and Viacom. If Ms. The recent split seems to have come as a surprise to Ms. Redstone’s proposal is self-serving or benefits CBS’s shareholders.

Redstone’s two girlfriends were exiled from his Beverly Hills mansion. Redstone as executive chairman at CBS. McAdam, chairman and chief executive of Verizon Communications, roughly a year ago, thereby “depriving CBS stockholders of a potentially value-enhancing opportunity,” CBS said in its complaint. Redstone rebuffed an approach from Verizon Communications last year, drawing the anger of CBS executives.

The events would have provide an unusually charged backdrop for the annual shareholders meeting, which was supposed to take place at 10 AM ET Friday the Museum of Modern Art in New York. CBS Interactive Inc.. Here's the backstory Many years of tensions over the Redstone family's control of CBS and sister company Viacom have boiled over. CBS had hoped judge Andre Bouchard would nullify the change to the bylaws and grant a temporary restraining order.

But if executives at CBS and National Amusements believed they would come away from the hastily called hearing with clear answers on which party was in the right, they were sadly mistaken. That change, too, is now delayed: The judge said that he would issue his legal opinion on Ms. Redstone and Mr. Redstone, 64, joined National Amusements, the flagship company in the empire founded by her father, the 94-year-old Sumner Redstone, in 1993.

CBS Stock Drops After Court Setback

More legal wrangling is expected, as the Redstones seem fixated on merging Viacom with CBS while Les Moonves, CEO of the latter, is determined to stop such a scenario.

Here is the cast of characters involved in the current reconciliation drama . CBS’s programming includes entertainment (“The Big Bang Theory”), news (“60 Minutes”) and sports (N.F.L. football, men’s college basketball). The National Amusements and Viacom boards were shaken up. Later that year, before Mr. While the exact nature of that conversation remains in dispute, the Redstone entity that controls CBS, National Amusements, has made clear its categorical opposition to any takeover.

It would presumably fall to the relatively untested Mr. Why Is 'Solo' Flying So Low At The B.O.? Quotes delayed at least 15 minutes. First Sumner Redstone, and now his daughter Shari, have exercised control over the companies through their voting stock. But he sided with National Amusements on Thursday morning. The Wall Street Journal U.S. The Delaware judge effectively declared a cease-fire in the war between the network and its controlling shareholder, Ms.

Moonves are very likely to have a clearer idea of what the future holds for them and their companies. She proved her corporate mettle in pulling out a victory in an earlier boardroom fight against another formidable rival, Philippe Dauman, the former Viacom chief executive. Redstone on Monday was an early salvo in its effort to block her from achieving her ambition of reuniting the two companies, which had been one and the same from 2000 to 2006.

This person spoke on condition of anonymity because of the sensitive nature of the relationship between the two executives. The Brands VIACOM is a collection of several prominent cable channels — including BET, CMT and VH1 in addition to MTV and Comedy Central — and a movie studio, Paramount Pictures. Its subscription cable offerings include Showtime and CBS Sports Network. SUMNER M. Bakish became Viacom’s chief executive, Mr.

CBS Tries to Sell Its TV Dramas as Its Own Battle Heats Up in Court

Shari Redstone hopes to merge the network with Viacom. But the CBS head, Leslie Moonves, has other ideas. Now, a judge is working to settle the dispute.

Edition U.S. The ruling from the bench — in effect, the judicial version of buying time — followed a flurry of legal volleys by each side concerning the fate of CBS, which Ms. The hearing in Delaware took place on a day when CBS was making its annual presentation to advertisers at Carnegie Hall. A version of this article appears in print on , on Page B 1 of the New York edition with the headline: A Day To Cool Off .

That suit ended in a loss for Mr. Redstone and her father first spoke of reuniting CBS and Viacom in 2016. James B. Its fortunes have been wilting lately. It has a publishing arm that includes Simon & Schuster and a local media branch with dozens of broadcast television stations and local websites. REDSTONE The ailing media mogul, known for his daring deal making, gained control of Viacom in 1987 and then completed his purchase of CBS in 2000.

Credit Emily Berl for The New York Times The issue of control often looms large at companies with dual-class share systems. Investors other than the Redstones have long opposed the idea — every time there were reports the deal was off, including this week, CBS shares jumped. If CBS wins, and Ms. HOLLYWOOD™ & Design © 2018 Hollywood Chamber of Commerce. We're in the middle of a tug of war over the future of CBS Corporation.

And CBS said it would exercise those. "The judge today found that the allegations in our lawsuit 'are sufficient to state a colorable claim for breach of fiduciary duty against Ms. The dilution — which some have termed the “nuclear option” — would strip Redstone of her control of the $20 billion company. Redstone hopes to merge with its fellow National Amusements media company, Viacom.

Dauman and replaced him with an executive more to her liking, Robert Bakish, in 2016. Still, the 17-page decision by Chancellor Andre G. The plan seemed to depend on her winning over Mr. Stewart and Emily Steel contributed reporting. Nickelodeon, the channel aimed children and teens with hits like “SpongeBob SquarePants,” has rapidly lost its grip on its audience and failed to retain key talent. The company began as a radio network in 1928 when William S.

Moonves, 68, wants Joseph Ianniello, his chief operating officer, to hold a similar role at a CBS-Viacom hybrid — a post that Ms. Although dual-class share structures are controversial and have long been opposed by shareholder-rights advocates, they have been growing in popularity, especially in Silicon Valley. A chorus of analysts has criticized the deal. Redstone’s control is diluted, the Redstone era will come to an end, and with it the likelihood that either CBS or Viacom will last long as independent companies.

With a pivotal vote on Thursday, the CBS board of directors chose sides. But the Redstones say they have the best interests of the companies at heart. Either CBS will win, and Moonves will gain more autonomy over the company he has led for 20 years, or Redstone will win, and Moonves will be replaced. Anticipating the vote, Redstone moved on Wednesday to amend the company’s bylaws to require a 90% supermajority of the board to issue a dividend of voting shares.