Shareholders brought the suit in 2019, alleging that CBS overpaid for Viacom, at the urging of Shari Redstone.
Indeed, Redstone was at the center of the suit, which claimed that Viacom’s board accepted a lower price for the merger in order to secure Redstone’s governance priorities .
“Plaintiffs allege that the willingness of the fiduciaries who served on Viacom’s transaction committee to allow Ms. Redstone to dominate their decision-making rendered them servile tools in Ms. Redstone’s relentless pursuit of a Viacom/CBS combination to advance her interests,” Vice Chancellor Joseph Slights wrote in a Dec. 2020 decision allowing the litigation to proceed.
Slights added in another decision a month later that the claims “allow a reasonable inference that CBS’s acquisition of Viacom was motivated not only by Ms. Redstone’s concerns about Viacom’s viability as a going concern, but also her desire to shop NAI following their consolidation.” Redstone, of course, pushed for the merger of the companies that her father, the tycoon Sumner Redstone, had built over decades. Sumner Redstone
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