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ViacomCBS

https://www.nytimes.com/2018/05/23/business/media/cbs-legal-war.html


http://deadline.com/2018/05/cbs-del...hari-redstone-national-amusements-1202396322/

https://www.fiercecable.com/video/cbs-challenges-national-amusements-bylaw-changes

More updates on the legal issues between CBS and National Amusements.

CBS is challenging in court the corporate bylaw amendments enacted by majority owner National Amusements to prevent CBS from a stock sale that would dilute NAI’s voting shares.

In a new filing obtained by Deadline, CBS told the Delaware Court of Chancery that NAI’s bylaw amendments were not effective at the time of last week’s special meeting of the CBS board of directors. At that meeting, the CBS board approved a Class A common stock dividend that would dilute National Amusements’ voting interest from approximately 79% to 17%.

According to CBS, NAI’s written content toward the bylaw amendments, which was submitted the day before the special meeting, needs at least 20 days before it can become effective.

“The existing controversy regarding the effectiveness of the Purported Bylaw Amendments is substantial, justiciable, and of sufficient immediacy to warrant the issuance of a declaratory judgment. The judgment will terminate the controversy and remove an uncertainty regarding the enforceability of the Purported Bylaw Amendments,” CBS wrote.
CBS called NAI’s actions “disloyal, inequitable, and not entirely fair.”

In all, CBS is requesting the court to declare the stock dividend valid and the dividend bylaw invalid.

The new challenge from CBS comes after last week Chancellor Andre Bouchard ruled against CBS’ motion for a temporary restraining order against Shari Redstone. CBS went ahead with the dividend despite not getting the decision it wanted from the court.

"The Board of Directors has taken this step because it believes it is in the best interests of all CBS stockholders, is necessary to protect stockholders' interests and would unlock significant stockholder value. If consummated, the dividend would enable the Company to operate as an independent, non-controlled company and more fully evaluate strategic alternatives," CBS said in a statement.

National Amusements responded shortly after the board's decision.

“As National Amusements has repeatedly stated, it has no intention of forcing a merger that is not supported by both CBS and Viacom. Today’s board vote, while couched as an effort to prevent such a transaction, was pure pretext. CBS management and the special committee cannot wish away the reality that CBS has a controlling shareholder. 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 light of the Board’s action today, that action was plainly necessary, and it is valid," National Amusements said in a statement.
 
https://www.hollywoodreporter.com/news/behind-leslie-moonves-crusade-save-cbs-viacom-1114203

Well here is another reason why CBS is suing the Redstones its also declining ad revenues from Cable if CBS were to join with Viacom again and also CBS board and Les Moonves see Bob Bakish as a threat to CBS if Bakish were to run CBS.

Also there was other talks taking place like CBS getting a movie studio deal like Lionsgate most notably. But it mentioned that Sony and MGM were considered for studio deals until the Redstones got in and put Viacom at play.
 
http://www.tvnewscheck.com/article/113881/luck-and-brains-have-served-moonves-well/format/print

An Op-ed on Les Moonves

Those of you who regularly attend New York theater know that the standing ovation is not what it used to be — a special acknowledgement for an extraordinary performance. Just about every show on Broadway brings at least the orchestra circle to its feet.

But for a business executive to be so recognized as CBS CEO Les Moonves was last week at Carnegie Hall during what is essentially a sales pitch — the network’s annual upfront presentation — well, that is special.

It was clearly a show of industry support for Moonves, who is locked in a struggle for control of CBS with the company’s principal owner Shari Redstone. She wants to merge CBS with her flagging media company Viacom, impose her will on CBS and control the post-Moonves succession.

Moonves sees the Viacom merger for the dumb idea that it is, and undoubtedly resents Redstone’s meddling in a company that he has nurtured to robust good health with bright prospects over the past decade.

When CBS and Viacom were split apart in 2006, the consensus was that Moonves and CBS had gotten the short end. Its chief assets were the broadcast network and its O&Os, and everybody knew then that broadcasting was doomed to a slow and sad decline.

Moonves proved them all wrong with luck and smarts.

The luck came in the form of retransmission consent. At the same time that CBS gained its independence from Viacom, broadcasting was just waking up to the fact that TV stations were the most valuable channels on cable systems.

Along with Nexstar and Sinclair, CBS was among the first to insist on substantial retrans payments, and over the past 12 years the revenue from them has grown and grown. They are the financial backbone of the CBS of today.

The smarts?

He took his two biggest brands — CBS and Showtime — and created two pay OTT programming services where the dollars flow directly from consumer credit cards to CBS without any middleman taking a cut. CBS All Access and Showtime OTT are now substantial and growing contributors to earnings.

On the CBS first quarter earnings call earlier this month, he boasted about his suite of new ad-supported OTT channels — CBSN, CBS Sports HQ and a not-yet-branded one based on Entertainment Tonight.

“All of these streaming services allow us to sell advertising to highly targeted audiences at premium CPMs,” he said. “And as we move forward, they will play a key role in our subscription strategy as well, becoming more and more integrated with CBS All Access and becoming a key component of our international OTT strategy.”

Moonves also presides over a flourishing program licensing business. Basically a Hollywood guy, he produces as much of the programming as he can for CBS and his other outlets and then sells and resells it to all comers, foreign and domestic. Licensing explains the continued existence of The CW, the company’s secondary broadcast network.

What’s interesting is that CBS’s growth has come organically. Perhaps constrained by the Redstones (Shari and her ailing father Sumner before), Moonves has not been a party to mergers or major acquisitions. Many thought that Time Warner would have been a good fit.

Given his M&A aversion, it should come as no surprise that he is vehemently resisting the forced marriage with Viacom.

I can fault Moonves for having no strategic vision for broadcasting. This stems, I suppose, from his refusal to get on board with ATSC 3.0 as most rank-and-file broadcasters have.

Neither Moonves nor any of his minions have clearly articulated a reason why, but I suspect it’s because he, like some others, sees it as a retrans killer. The improved reception that 3.0 promises will lead to more cord-cutting, and more cord-cutting will lead to less retrans revenue.

Moonves also has no idea what to do with the no-growth CBS stations. On that earnings call, his only comment about them was that they should do well this year because of political. Ho, hum.

But if he doesn’t have a strategic vision for broadcasting, he has a strategic use. That is, as a platform for introducing new TV programs that he can license and for spinning off OTT streaming services.
 
https://www.fiercecable.com/video/editor-s-corner-viacom-might-just-be-ok-without-cbs

Another reason for the CBS/Viacom deal to not be merged is in this article.

Ben Weiss, chief investment officer at 8th & Jackson Capital Management, told the Hollywood Reporter that Moonves didn’t think adding Viacom’s channels would maximize the value of CBS’ existing portfolio and could ultimately extend CBS farther than it wants to be into the sagging pay TV market.

Of course, these points are largely moot at the moment as CBS has gone nuclear, pushing a dividend that would dilute NAI’s voting shares from 80% to 20% and effectively make CBS an independent company and blowing up any chance at a remerger with Viacom.

But Viacom’s resurgence under CEO Bob Bakish seems legit. According to a Viacom spokesperson, at the end of the most recent quarter:

Viacom has the top share of basic cable viewing in key demos (P2-11, P18-34, P18-49, P25-54, P2-49).
MTV has had three straight quarters of ratings growth.
Nickelodeon is the only kids' network growing share.
BET has had four consecutive quarters of share growth and three consecutive quarters of ratings growth.
Comedy Central had both share and ratings growth in the last quarter.
Viacom’s international network business continues its sustained double-digit growth.
Social was up year over year for each of Viacom’s flagship brands in the second quarter.
Indeed, Viacom’s networks have been racking up some wins. MTV’s Jersey Shore Family Vacation, which premiered in April, was the highest rated series premiere in MTV history in live-plus-3. In April, Comedy Central scored its fourth consecutive month of year-over-year ratings growth among Adults 18-49 in total day ratings. And while Nickelodeon’s ratings may be declining, the network is still well ahead of competitors Disney Channel and Cartoon Network; plus Viacom recently landed Nick’s SVOD Noggin on Amazon Channels, a platform that has a way of contributing a lot of subscribers.

After Viacom’s most recent quarter and before the CBS-NAI volcano erupted, plenty of analysts saw Viacom on the right track as well.

“Moving into the back half of the year, Viacom should benefit from improving results at Paramount, the easing of domestic affiliate fee pressures, and solidifying ad growth,” MoffettNathanson analyst Michael Nathanson wrote in a research note. “Viacom management has articulated three strategic priorities that are aimed at ensuring that outcome.”

He said in fiscal 2019, Viacom is eyeing mid- to high-single-digit operating profit growth for its domestic cable networks, a return to growth at Paramount and continued growth for its international business.
 
https://www.hollywoodreporter.com/t...ip-cbs-challenged-shareholder-lawsuit-1116272

Update on the Lawsuit.

Now that CBS shareholders have been teased with the possibility of wresting control of the broadcast company from Shari Redstone, they are going to court to make it happen.

For a few weeks now, Leslie Moonves and Redstone have been battling it out in court and in board meetings. With a potential CBS-Viacom merger in the background, a special committee of CBS' board of directors is asserting independence from its controlling stockholder — Redstone's National Amusements Inc. — and has voted to dilute NAI's 80 percent voting stake by issuing a dividend.

Redstone alleges the vote is invalid because the company's bylaws have been amended. CBS alleges that the amended bylaws are invalid because they are inequitable and impermissible under Delaware corporate law.

In short, it's a mess.

Alas, it will come as no surprise to see Class A stockholders (Redstone) and Class B stockholders (everyone else) now directly engaging in litigation with each other. On Thursday, the Westmoreland County Employees Retirement System filed a new lawsuit in Delaware Chancery Court against NAI, Redstone and two Redstone-aligned board members, Robert Klieger and David Andelman.

The complaint goes through Section 2(b) of CBS' Certificate of Incorporation — a construction of nearly unprintable legalese destined to go down in the annals of corporate history or at least become the new drug of choice to cure insomnia.

If the CBS board issues stock through a dividend, it will happen after ample discussion of what is meant by ratable distribution and identical and non-identical securities and a proviso one will never ever hear on The Good Fight or any of the network's other legal dramas.

Attorneys for Westmoreland give their interpretation of whether a dilutive dividend is permissible, which largely echoes Moonves, and for good reason, too, because they will be the beneficiaries in more ways than one.

Besides asking a court for a declaratory judgment that the Certificate authorizes the special dividend, the newest lawsuit characterizes the Certificate as a contract between CBS and its stockholders with NAI, as a controller, a party. As such, the suing shareholders attempt to hold the Redstones liable for breaching the implied covenant of good faith and fair dealing by using its position to nullify the share distribution provision through the bylaw amendments.
 
https://deadline.com/2018/06/cbs-reschedules-annual-shareholder-meeting-for-aug-10-1202405077/

Update on the CBS shareholders meeting. Plus this meeting is coming into play as the lawsuit against the Redstones are happening over the CBS Viacom deal.



CBS has rescheduled its annual shareholder meeting for Aug. 10 at the Langham Huntington in Pasadena, according to documents filed with the SEC.

The board of directors postponed the session, which had been originally scheduled for May 17, amid a high-stakes clash with the media company’s controlling shareholder, Shari Redstone.

A majority of the board voted to dilute Redstone’s control over CBS by distributing voting stock to all CBS shareholders. It’s a move intended to dilute Redstone’s control over the network through the family’s National Amusements, reducing its voting interest from 80% to 20% .

National Amusements changed the company’s bylaws to effectively negate that vote.
The dispute over the legitimacy of the board vote is now playing out in a Delaware court. CBS has asked the court to invalidate the bylaw change and allow the board’s vote to stand — thereby lessening Redstone’s control over the broadcaster and her purported interference in its business.

National Amusements fired back at CBS, calling its actions “extraordinary” and “unjustified.”
 
https://variety.com/2018/tv/news/national-amusements-cbs-set-court-schedule-1202841176/

Update on the dates of CBS Vs. Redstones lawsuit.

National Amusements and CBS Corp. are sketching out the rules of battle.

The two parties agreed to a series of court dates and timelines in preparation for what is expected to be a five-day trial over recent litigation between the large U.S. broadcaster and National Amusements, its controlling shareholder. The trial is expected to decide whether CBS can proceed with an issuance that would dilute National Amusements’ voting control of CBS. At present National Amusements controls 79% of the shareholder votes at the company.

The trial at present is slated to take place on October 3, 4 5, 8 and 9 of this year, starting at 9:15 a.m. each day.

Initial discovery between the two parties is expected to commence June 7 and be completed by August 22, according to a filing made Monday in the Court of Chancery in the State of Delaware.
 
It's an interesting story. The problem with CBS is it doesn't own a studio yet. That's why they want Lionsgate. Plus you'd have to own all those expensive TV stations.

So why wouldn't Amazon instead buy Viacom. That way they get Paramount and a bunch of cable channels. Bezos has tons of spare cash, and he likes history.

The funny story was how AT&T almost bought CBS instead of Time Warner.
 
It's an interesting story. The problem with CBS is it doesn't own a studio yet. That's why they want Lionsgate. Plus you'd have to own all those expensive TV stations.

So why wouldn't Amazon instead buy Viacom. That way they get Paramount and a bunch of cable channels. Bezos has tons of spare cash, and he likes history.

The funny story was how AT&T almost bought CBS instead of Time Warner.

https://en.wikipedia.org/wiki/CBS_Films

As is often the case, you post before considering the facts. CBS owns, and has been growing, CBS Films, which is a studio that, again CBS owns. The acquisition of Lionsgate would've helped expand their distribution capability.

As for Amazon, acquiring either CBS or Viacom is both affordable for them, and could compliment a lot of what they're doing. Bezos could also choose to buy CBS himself and integrate their news gathering with that of the Washington Post which he also owns. I would guess that Amazon stays away from this though.
 
As is often the case, you post before considering the facts. CBS owns, and has been growing, CBS Films, which is a studio that, again CBS owns.

According to your link, they have 8 employees. Not much of a studio, compared to Paramount, Universal, Disney, or Warner, wouldn't you say? And if you want to nit pick, Amazon already owns its own studio:

https://en.wikipedia.org/wiki/Amazon_Studios

But once again, it doesn't compare to any of the majors, and that's what they're looking to buy.
 
The figure of eight, despite where it appeared, and the date applied to it, was sourced from 2012, when the studio was getting off the ground. The simple act of holding the pointer over the link would've revealed it. If you think an entity can release 30 films in wide distribution with eight employees, you are seriously misguided, but again, it was you that asserted that CBS didn't own a studio when they clearly do.

Here's the films released by the studio:

http://www.boxofficemojo.com/franchises/chart/?id=cbsfilms.htm
 
The figure of eight, despite where it appeared, and the date applied to it, was sourced from 2012,

Regardless, the rest of my post stands. It's not comparable to Paramount, Universal, Disney, or Warner.

And as I also said, if what CBS owns qualifies as a studio, then Amazon has no reason to buy it, since they already own one.

But the fact is that Amazon hasn't actually proposed buying CBS or Viacom or any other media entity. This whole discussion was begun by an opinion article.
 
The figure of eight, despite where it appeared, and the date applied to it, was sourced from 2012, when the studio was getting off the ground. The simple act of holding the pointer over the link would've revealed it. If you think an entity can release 30 films in wide distribution with eight employees, you are seriously misguided, but again, it was you that asserted that CBS didn't own a studio when they clearly do.

Here's the films released by the studio:

http://www.boxofficemojo.com/franchises/chart/?id=cbsfilms.htm

The "studio" appears to be a small staff making acquisitions of projects completed or in progress by others... the kind of acquisitions generally associated with attending the film festival circuit. All their films are co-productions or limited distribution packages. They don't actually "make" movies.

From the Wiki:

"After releasing five films and only one gross over $30 million, CBS Films's revenue are lower than expected. Effectively after its March 2011 release, CBS halts its film slate and moves to acquire films at film festivals. Baer also is released after the ended of her contract in October with a trio of senior executives left to head up the division.
 
The Wiki is outdated. I don't at all assert that CBS Films is a major studio, but neither is it a bit player. A quick look at the link I provided, sorted by gross, would show that the studio has six grosses in excess of $30M with two of those in excess of $50M. These figures don't include international revenue. Not bad for something started from scratch with no acquisitions. I think any studio acquisition by CBS is on hold until this issue with Viacom is settled anyway as the strategy will be markedly different if the company is combined than if CBS remains independent.

BigA can answer for his own failure(s) of accuracy, David. Nice of you to try to help him though.
 
BigA can answer for his own failure(s) of accuracy, David. Nice of you to try to help him though.

The whole discussion is moot, since, as I said, Amazon hasn't actually made an offer to buy either Viacom or CBS. The whole discussion is based on an opinion article. As I also correctly said, Amazon already owns a studio, so it really doesn't need CBS or Viacom. It's Fire TV platform is as powerful as any other home device.
 
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