Choose Procedures for Fairness Overview in ViacomCBS Merger Shareholder Lawsuit

The 2019 Viacom-CBS merger will endure rigid authorized scrutiny now that a Delaware Chancery Court docket decide has permitted a lawsuit to move forward from shareholders who say they were shortchanged in the transaction simply because of tension utilized by ViacomCBS controlling shareholder Shari Redstone.

Decide Joseph Slights ruled that the plaintiffs manufactured a credible adequate scenario, or as he put it, a “reasonably conceivable basis,” that there were irregularities that benefitted Redstone and hence a evaluate of the procedure for “entire fairness” was warranted. He also noted that the transaction was envisioned to confront a deeper appear just because of the mother nature of the Redstone family’s preferred shares.

The Redstones’ Countrywide Amusements Inc., or NAI, managed about 80% of the voting shares of Viacom and CBS and the commensurate amount of money in successor ViacomCBS. Individuals chosen shares, which are more and more out of favor for general public businesses, authorized the late mogul Sumner Redstone and now his daughter Shari to have iron-clad command of two traditional media giants.

“This court docket is, and must be, skeptical when a managing stockholder seeks a pleading phase dismissal of breach of fiduciary obligation claims brought on behalf of general public stockholders who obstacle the bona fides of a transaction wherever the controller indisputably stands on both equally sides of the transaction,” Slights wrote in his belief posted Dec. 29. “This situation, involving a person of the far more seen, hotly contested situations of alleged controlling stockholder self-dealing in modern memory, is no exception.”

The situation was submitted in opposition to Redstone and the board customers of Viacom at the time of the merger. A individual but equivalent lawsuit has been filed from the CBS Corp. board of directors at the time of the merger. A single person who was expressly dismissed from the proceedings by Slights’ ruling was Bob Bakish, ViacomCBS president-CEO simply because of the deficiency of immediate allegations against the Viacom veteran.

“Regardless of the applicable common of review, our law demands that a plaintiff plead a factual foundation to support a declare of breach of fiduciary obligation. In other terms, the criticism ought to put the fiduciary on recognize of what he is alleged to have accomplished improper,” Slights wrote.

The ruling is a headache for ViacomCBS and chairman Shari Redstone. It’s an echo of virtually 3 decades of fierce litigation from 2015 via 2018 that revolved close to handle of Viacom, NAI, CBS and the family members have faith in that inherited Sumner Redstone’s pursuits in Viacom and CBS. It also revives the recommendation that Shari Redstone employed her clout to travel a merger not for organization motives but to increase her profile in the media entire world — a characterization that has been criticized as sexist given Redstone’s track record as an government and trader.

“Plaintiffs allege that the willingness of the fiduciaries who served on Viacom’s transaction committee to permit Ms. Redstone to dominate their selection-generating rendered them servile equipment in Ms. Redstone’s relentless pursuit of a Viacom/CBS blend to advance her interests,” Slights wrote in his ruling.

ViacomCBS declined to remark.