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Home / Business / Shari Redstone wants to turn off CBS Power Play: DealBook Briefing

Shari Redstone wants to turn off CBS Power Play: DealBook Briefing



Here are some of the noteworthy parts of National Amusement Lawyer Filing:

• CBS's claim that Ms. Redstone intended to replace her board because of her opposition to a deal: "NAI has not and never has the intention to replace the CBS Board or take other measures to enforce a merger. "

• Why Delaware's Court of Chancery should reject a CBS Board motion to dilute the Redstones' voting power to 1

7 percent of 79 percent "This is an unprecedented usurpation of the voting control of a controlling shareholder." Later, Redstone's lawyers add, "This court has ruled that, without a compelling justification (which does not exist here), a board of directors violates the directors' loyalty obligations by primarily pursuing the purpose of diluting the voting rights of a controlling shareholder . "

• The revelation proposed by CBS Director National Amusements was involved in questionable activities. The submission contains an affidavit by Robert Klieger, a CBS board member and lawyer for the Redstones (who, in the opinion of other directors, work for Ms. Redstone), regarding a phone call he received last week from Bruce Gordon, head of the Special Committee of the CBS Board of Directors:

In particular, I have noted the discomfiture of National Amusement Inc. on the continued position of Charles K. Gifford's CBS Board in light of certain events in 2016 and 2017. I also discussed the possibility of Gifford leaving the CBS board with minimal disruption and public attention, including, in the event of a merger of CBS and Viacom, through his possible non-appointment to the board of a combined company.

• A lawsuit for what Ms. Redstone is in her current predicament:

"The plaintiffs have enabled CBS's controlling shareholder to make a Hobson decision – either accepting a massive dilution of their voting rights (and thereby c control of the Company and the economic damage to its share arising as a result) or as a shareholder to prevent such dilution and protect its voting rights, knowing that this will be the deduction (and payment of massive parachute payments) could trigger management and directors of the company.

CBS filed a response to the national conversations stating that Mrs. Redstone's opposition to the special session is the evidence that CBS needs a restraining order.

"If defendants are not restricted, they will use the approval process to direct the director set or change the rules of procedure before the board meeting on Thursday.

The Context

The case of the Delawares Court of Chancery transmitter against its corporate parent, the Redstones – National Amusements, is one of a series that has recently become the type of dual-class stock system used by the Redstones (and indeed the New York Times Company).

Another part of CBS's argument – that Mrs. Redsto warned Verizon to apply for CBS – was struck yesterday by Verizon's CEO, Lowell McAdam told CNBC that he does not want to invest in "linear television." [Read: CBS or 21st Century Fox.]

Speaking Fox: An all-cash deal from Comcast for his assets could fail Rupert Murdoch, who In the midst of all this, Fox TV bosses are in contract talks.

Elsewhere in Deals: PaddyPower is reported to be nearing the purchase of FanDuel after theSupreme Court has legalized sports betting. Hedge fund mogul David Tepper signed a deal to buy the Carolina Panthers for $ 2.2 billion. FIFA is reportedly preparing a vote on SoftBank's $ 25 billion bid for two new football tournaments. The two major consulting firms pushed Hyundai's shareholders to side with Elliott Management against the management's restructuring plan

– Michael de la Merced

Lachlan Murdoch heads the new Fox

Lachlan Murdoch becomes chief executive officer and co-chairman of Fox when Disney announces its deal for most of 21st Century Fox's assets, the company given on Wednesday.

Lachlan Murdoch currently serves as 21st Century Fox Executive Chairman. Rupert Murch will be the other chairman of the new Fox.

Not mentioned in the announcement was James Murdoch, managing director of 21st Century Fox. Speculation has swirled over the fate of James Murdoch, as the reports of discussions between Disney and Fox were broken for the first time last year. Early on, the rumors centered on James Murdoch, who joined Disney as a senior executive and possibly followed Robert Iger, the managing director of Disney. But last week, the WSJ reported that James Murdoch plans to go independent when the Disney deal is closed.

– Stephen Grocer

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Canada's Foreign Minister, Chrystia Freeland, Mexico's Minister of Economic Affairs, Ildefonso Guajardo, and US Commerce Representative, Bob Lighthizer.

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Edgard Garrido / Reuters

How Trade Negotiations between Nafta and Iran Falter

As the Trump administration is conducting several trade battles, it has taken some major hurdles. Negotiators on Nafta do not seem to reach an informal deadline this year that would allow Congress to approve a rewritten pact, the WSJ says. The timing is not set in stone, but further delays make a new Nafta less likely to take place before Mexico and the US elections

At the same time, Europe has pledged to protect its companies from possible US sanctions against Iran. EU foreign policy chief Federica Mogherini said the goal was "maintaining and deepening economic relations with Iran" (she could be encouraged by President Trump's aversion to ZTE – more on that later.)

Even Boeing Winning the World Trade Organization, According to which Europe Airbus had illegally subsidized, could raise problems. US penalties could further burden transatlantic relations.

Shortly before the purchase of FanDuel after the Supreme Court legalized sports betting. Hedge fund mogul David Tepper signed a deal to buy the Carolina Panthers for $ 2.2 billion. FIFA is reportedly preparing a vote on SoftBank's $ 25 billion bid for two new football tournaments. The two major proxy advisory firms pushed Hyundai shareholders on Elliott Management's side against management's restructuring plan.

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Ng Han Guan / Associated Press

Who does not like Trump's lifeline to ZTE?

Legislators of both parties are unlikely to support any easing of sanctions against the Chinese telecommunications company, even though the White House may consider it repealing import restrictions on American agriculture. Representative Mac Thornberry, head of the House Representative Armed Services Committee, told Bloomberg, "For me, that's not a question of economics, it's a matter of security."

What others have said: John Harwood of CNBC said the president was shying away from another fight. And Lex said that Mr. Trump was struggling from a position of weakness.

And the US and China remain "very far apart" in trade talks, according to the United States Ambassador to Beijing. Companies continue to support exemptions from Chinese tariffs.

The larger image: Will Huawei be pardoned next?

Is ZTE a trade dispute or an enforcement action?

The White House has tried to separate all discussions about ZTE from trade negotiations with China, calling it an enforcement action, not a trade dispute.

In a series of tweets Wednesday morning, Mr. Trump seemed to disagree with this point, bumping back into the story of his escaping to China.

The Political Revolution

• The White House has abandoned the role of cybersecurity coordinator. (NYT)

• The General Counsel of Novartis retired after his contract with Michael Cohen became known. Will President Trump's recent financial revelations reflect payments to Mr Cohen?

• Robert Mueller was "direct" within his rights as a special adviser to the prosecution of Paul Manafort, a federal judge ruled. (Politico)

• It is expected that Parliament will vote on the steps to withdraw Dodd-Frank next week. Stephen Gandel of Bloomberg Opinion expects little change, at least for the Volcker rule.

• Preet Bharara is reportedly considering running for the New York Attorney General – as an Independent. (Bloomberg)

• Mr. Trump can rely on a Cold War statute to keep coal and nuclear power plants online. (Bloomberg)

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Mike Bloomberg

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Krista Schlüter for the New York Times

Meet Mike Bloomberg's Response to Davos

The New Economy Forum is designed for a world in which China's rise seems unstoppable. So it's in Beijing and not in the Swiss Alps. Attendees include former Treasury Secretary Hank Paulson, Henry Kissinger, Janet Yellen and Gary Cohn. Bloomberg's pitch in the FT:

"Davos has been around for a long time: it's a very large conference, focusing on many world troubles, this conference focuses on the world and China as an emerging power and how we all work together."

Elsewhere in bold name efforts: Richard Branson and Pierre Omidyar are backers of a nonprofit NPX investment instrument.

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The former headquarters of Cambridge Analytica.

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Andy Rain / EPA, via Shutterstock

Cambridge Analytica's problems are not over

The Department of Justice and F.B.I. try to challenge the former employees and banks of the deceased company, reports the NYT. This may raise news concerns about privacy policies and Facebook's role in the 2016 elections.

Elsewhere on Facebook: The company says it has deleted 583 million fake accounts and reportedly increased its content review budget. Mark Zuckerberg snubs the British Parliament. Some nurses in San Francisco General Hospital want his name out of the building.

Elsewhere in the Technique: In Tencent's hectic deal-making. Masa Son has high hopes for SoftBank's next Vision Fund, and Japan should do the same. Lyft joined Uber in the abolition of compulsory arbitration for cases of sexual abuse. The Pentagon wants a nuclear cloud.

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Charles Rex Arbogast / Associated Press

Quarterly Investor Shares Fly Over

• Apple's investor shares have fallen the most since the first quarter of 2008.

• Warren Buffett's Berkshire Hathaway has increased its stake in Teva Pharmaceutical and Monsanto

• Bill Ackman's Pershing Square Capital Management has bought nearly 2 million United Technologies shares. (A new book criticizes some of Mr. Ackman's big moves.)

• David Einhorn's Greenlight Capital invests in Office Depot and Abercrombie & Fitch.

• Stanley Druckmiller relies on Alibaba and sells Facebook.

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Tom Wolfe

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Bebeto Matthews / Associated Press

In memory of Tom Wolfe's Chronicles of the Capital

The famous author died yesterday at 88. Business was one of his major themes, as his obituaries noted:

• On "The Vanity Fire ":" A pervasive, snappishly satirical image of money, power, greed and vanity in New York during the shameless debauchery of the 1980s. " (NYT)

• "Vanity bonfires cut up Wall Street's money, a malicious deforestation lot that thought they were rulers of the universe." A Man In Full did the same for the American myth of self-made mogul, as well as perhaps a disguised story of itself. "(FT)

• On" The Electric Kool-Aid Acid Test ":" One of the great chronicles of Silicon Valley culture – though it was not clear that at that time was about Silicon Valley. "(CNBC)

Revolving Door

• Two Tesla Energy Managers, Arch Padmanabhan and Bob Rudd have gone. (Bloomberg)

• Two Senior UBS Bankers – Severin Brizay Her Head of M. & A. for Europe, the Middle East and Africa and Laurent Dhome a Private Equity Specialist – According to reports, joining the Bank of America. (Bloomberg)

• Personal start-up Native supplanted his C.E.O., Matt Straz about unspecified wrongdoing claims. (Bloomberg)

The speed was

• Jay-Z eventually sat down for questioning by the S.E.C. It can be harder to prove fraud against sophisticated investors.

• The world borrows more. Investors are skeptical of companies that spend more.

• Fox has settled discrimination lawsuits against 18 current or former employees for $ 10 million. (NYT)

• Messaging company WeChat is reportedly considering a service for bankers in China. (FT)

• Six other states sued the manufacturer of OxyContin, Purdue Pharma. That makes 22. (Reuters)

• How Qatar is rebuilt in the face of a blockade in Saudi Arabia. (FT)

We appreciate your feedback . Please send your thoughts and suggestions via e-mail to bizday@nytimes.com.

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