Top CBS Investor Hints at Lawsuit Over Viacom Merger

Published on 14 Aug 1919
movie news Top CBS Investor Hints at Lawsuit Over Viacom Merger

The worst-kept secret in the media business is official:  Viacom and CBS Corp. are merging again with Shari Redstone becoming chair of the combined entity. But will shareholder litigation get in the way?

Upon the announcement,  Mario Gabelli, the biggest independent holder of voting stock in the two companies, wasn't happy. He tweeted, "Breach of Fiduciary duties.........lawyers at work."

The history of CBS/Viacom is, in many ways, a tale of corporate and media law.

Viacom exists, in the first place, because the FCC came out with rules in 1970 that forbid television networks from holding interest in companies that produced or syndicated content. Those fin-syn rules caused CBS to spin-off Viacom even if Sumner Redstone eventually regained control in a proxy fight. The relaxation of fin-syn rules in the 1980s, and eventual repeal in the early 1990s, eventually resulted in a Viacom/CBS reunion in 1999. The "Humpty-Dumpty" merger, as The New York Times put it at the time, had some complications as Viacom had amassed its own local station holdings remember UPN? and thus the ྟ merger had to negotiate the FCC's then-35 percent cap on national television ownership.

Redstone managed his way past that tangle even if he did have to appear before Congress to testify about media competition and consolidation. But the reunion would only last a few years. In 2006, the companies decided to split again.

It wasn't therapists intervening to cause the divorcees to re-explore their love for one another. Instead, Shari Redstone's ascendency and an unquenchable need for "scale" in the digital era has caused yet another reunion in this on-again, off-again, on-again relationship.

This time, thanks to the rise of digital giants like Netflix and Amazon and the perception that Viacom and CBS are stewards of a struggling legacy operation in the entertainment business, regulators aren't expected by analysts to pose much of an issue.

Instead, if there's any hiccups at all, it could be from shareholders.

The Redstones control CBS and Viacom through National Amusements, Inc., and it's a dual-class voting structure that has largely allowed the family ultimate power even if public stockholders hold 90% of CBS's equity. Nevertheless, Redstone has fiduciary duties to all shareholders of CBS and Viacom.

For months, Gabelli has been cold and hot about a deal.  

Last year, he told CNBC that the companies should remain separate for now with the opinion that CBS was a "loaded laggard" and Viacom a "doubly loaded laggard." But just two weeks ago, he apparently changed his mind with his view that the merger has “got to“ happen and “should come together for scale.“

But maybe the details count.

On Twitter, he raises the issue of "appraisal rights for voting shares," which basically is code for how a corporation's minority shareholder has the right for an independent valuation of stock price for repurchased shares. 

If he files suit, it's likely coming in Delaware Chancery Court and may include some of the back story behind the merger including the Redstones' successful battle against Leslie Moonves over control of CBS.

In the meantime, CBS and Viacom tout synergies with analysts weighing in about why this time, it's different.  All the king's horses and all the king's men gathered to put Humpty back together again.

Source: Hollywood Reporter

Published on 19 Aug 1919
movie news Top CBS Investor Hints at Lawsuit Over Viacom Merger
etflix is expanding its unscripted slate with new lifestyle series The Home Edit, featuring master organizers Clea Shearer and Joanna Teplin, the duo behind the innovative home organization company. The series hails from Reese Witherspoon’s Hello Sunshine banner and Critical Content.

Known for their design-centric approach to arranging and organizing, the New York Times bestselling authors will take on the homes of big-name celebrities and everyday families in the eight-episode series.

The Home Edit, titled after Shearer and Teplin’s book The Home Edit: A Guide to Organizing and Realizing Your House Goals, follows the Nashville-based duo as they dramatically transform the lives of their clients by conquering clutter with their signature style. Each hour-long episode features two organizational projects shaped by Clea & Joanna's unique sense of form-meets-function that will entertain and inspire, Netflix says.

The series is executive produced by Molly Sims, Hello Sunshine's Witherspoon, Charlotte Koh, and Cynthia Stockhammer and Critical Content's Tom Forman, Jenny Daly, and Jon Beyer along with Tess Gamboa Meyers, who will serve as showrunner.

Shearer and Teplin also front Master the Mess, an original series on Witherspoon’s Hello Sunshine VOD channel.


Published on 19 Aug 1919
movie news Top CBS Investor Hints at Lawsuit Over Viacom Merger

Newcomer Izabela Rose and Siena Agudong No Good Nick are set to lead the ensemble cast for Upside-Down Magic, a new Disney Channel original movie based on The New York Times bestselling fantasy fiction children’s books of the same name. Vicki Lewis Finding Nemo, Newsradio, Kyle Howard My Boys, Elie Samouhi Bizaardvark, Alison Fernandez Once Upon a Time and Max Torina Raven’s Home will also star in the movie which begins production today. It’s slated to premiere next summer.

With a teleplay by Nick Pustay Ramona and Beezus and Josh Cagan Kim Possible, Upside-Down Magic is based on the Scholastic book series from bestselling authors Sarah Mlynowski, Lauren Myracle, and Emily Jenkins. Disney Channel optioned the series for development in 2015.

The movie centers around 13-year-old Nory Boxwood Horace Rose who discovers that she can flux into animals, and her best friend, and Reina Carvajal Agudong who can manipulate flames, as they enter Sage Academy for magical studies. Reina’s ability to expertly harness the power of fire lands her at the top of her class of “Flares,” but Nory’s wonky magic and proclivity for turning into a “Dritten” &ndash a half kitten, half dragon – lands her in a class for those with defective, Upside-Down Magic, otherwise known as UDM. While Headmaster Knightslinger Lewis believes the UDM’s defective powers leave them vulnerable to the dangerous and evil “shadow magic,” Nory and her group of misfits set out to prove that Upside-Down Magic beats right side up.

Cynthia Kaye McWilliams Prince of Peoria, Elaine Kao American Koko, Yasmeen Fletcher Andi Mack, Amitai Marmorstein Dirk Gently’s Holistic Detective Agency and Callum Seagram Airlie When Calls the Heart will also star.

“We cannot wait for Disney Channel viewers to meet Nory, a funny, charismatic and optimistic heroine whose unwavering belief that her unusual talents, along with those of her wonky friends, are just as valuable as those of her peers,“ said Lauren Kisilevsky, vice president, Original Movies, Disney Channels Worldwide. “At the heart of our story is Nory and Reina's friendship, in which they help each other learn that what makes them different makes them special.“

Suzanne Farwell The Holiday, Something’s Gotta Give, Susan Cartsonis Descendants 3, The Duff will executive produce, along with Joe Nussbaum Just Add Magic, Gabby Duran & The Unsittables, who also serves as director.


Published on 16 Aug 1919
movie news Top CBS Investor Hints at Lawsuit Over Viacom Merger

America Ferrera and Eva Longoria are among the A-list stars that have signed a letter to support the Latino community in light of the recent attacks.

The Superstore star and the Desperate Housewives star were among 200 actors, musicians, artists, activists, and labor and civil rights leaders that have signed the letter, which has been published in newspapers including the New York Times, El Nuevo Herald, La Opinión, and El Diario.

Other top names include Diane Guerrero, Alex Martinez Kondracke, Mónica Ramírez, and Olga Segura, Along With Jennifer Lopez, Gina Rodriguez, Lin-Manuel Miranda, Carmen Perez, Anthony D. Romero, Wilmer Valderrama, Zoe Saldana, Salma Hayek Pinault, Ricky Martin, Rosario Dawson, Diego Luna, Dolores Huerta and Sandra Cisneros.

This comes amid a raft of incidents including the mass shooting in El Paso, Texas that killed 22 individuals and injured 24 others, the sweeping ICE raids that took 680 individuals into custody in Mississippi, the continued separation of families, and the inhumane living conditions of those detained.

“As a Latina, my heart breaks with every attack on our dignity, humanity and lives.  And as an American, I fear for the future of my country when our culture and policies lack a basic decency and respect for human life,“ said Ferrera. “We all have a responsibility to show up in this moment and demand decency for one another and for our country.“

“We're facing a moral crisis in our country, and we chose to use this moment to raise our voices, and speak up,“ said Longoria.  “Integrity starts with looking in the mirror and this letter calls on everyone, not just our community, to choose humanity and decency over hate and violence.“

“This piece is to remind us of our shared humanity,“ added Orange Is The New Black star Diane Guerrero. “We don't have to look far to see what family separation and hateful rhetoric is doing to the people in our country. If we do not act, we will be complicit in one of history's greatest tragedies.“


Published on 15 Aug 1919
movie news Top CBS Investor Hints at Lawsuit Over Viacom Merger
BO has given a six-episode series order to Betty fka Untitled Skateboarding Project, a skateboarding comedy inspired by Crystal Moselle's critically acclaimed feature Skate Kitchen, from Moselle and her longtime friend and collaborator, Love co-creator Lesley Arfin. Additionally five actors who starred in the film - Dede Lovelace, Ajani Russell, Moonbear, Rachelle Vinberg and Nina Moran - have been cast as series regulars in the series, which is currently in production in New York City.


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Written by Moselle and Arfin, Betty, inspired by Moselle’s 2018 Sundance film, is set against the backdrop of New York City. It will follow a diverse group of young women navigating their lives through the predominantly male oriented world of skateboarding.


Moselle, who also directs, and Arfin executive produce with Igor Srubshchik and Jason Weinberg. Michael Sherman and Matthew Perniciaro of Bow & Arrow Entertainment co-executive produce along with RT Features’ Rodrigo Teixeira. Izabella Tzenkova of Kotva Films and Lizzie Nastro produce. Arfin Material and Untitled Entertainment co-produce for HBO.

Vinberg plays Camille, she wants to be down with the dudes and has fought hard for the small space she's carved out with them. Camille isn't big on flashy displays of love or loyy, but she's perceptive and intelligent, and will notice tiny details about others as if she were a poet. Camille forgives but doesn't forget, and she'd be happier if she'd only realize that cool points don't actually add up to the sum of anything.

Moran is Kirt, the funniest person alive but even if she knew it, she wouldn't care. She's a lover to the ladies, a fighter to the rest of the world, and a little kid in the body of a woman. Kirt would give you the shirt off her back in the middle of a snowstorm without having to ask for it. According to Kirt, you did ask for it, only with your mind, and you think she might actually be right.

Moonbear portrays Honeybear, the quiet storm, dark horse. She's funnier than she thinks, wiser than she appears, and as stubborn as a boot on a tire. Her outlandish clothes make a statement, but she sometimes uses her individuality as a cover for the fact that she keeps her emotions on lock.

Lovelace is Janay, opinionated, intelligent, and loyal to a fault. She's a big-hearted, warm girl, the type to give you a hug over a handshake. Janay has a strong will and a determination to lead that both helps and hurts her. At the end of the day, she's the person you'd pick to be team captain&mdashnot because she always wins, but because she'd buy you a drink after the game no matter the score.

Russell plays Indigo, fun, flirty, always down for an adventure, Indigo is the equivalent of the post-sex cigarette &mdash cool, calming, and sexy as fuck. While she's naturally conflict-avoidant with a low-drama personality, she somehow manages to crop dust everyone around her in the stuff. Indigo's a street-savvy hustler who leans closer to the edge of shadiness than the others. Indigo's the type of person who would steal your wallet and then help you look for it.

In her first narrative feature, Skate Kitchen, writer-director Moselle immersed herself in the life of skater girls, resulting in the film's authenticity, combining poetic, atmospheric filmmaking and hypnotic skating sequences. Skate Kitchen captures the experience of women in male-dominated spaces and tells a story of a girl who learns the importance of camaraderie and self-discovery. You can watch a trailer below.

In addition to starring in Skate Kitchen, Lovelace, Vinberg, Moran, Moonbear and Russell also appeared in That One Day, a Miu Miu short film directed by Moselle. Both projects were inspired by the real-life Skate Kitchen, all all-female skate crew the young women are in.

In addition to Skate Kitchen, Moselle is known for the Sundance, Grand Jury Prize award winning documentary, The Wolfpack. In the last decade she has been working with short-form storytelling for publications such as Vice and The New York Times, where she created a series called “Something Big, Something Small,“ featuring talent such as Pharrell Williams and Shepard Fairey. Later collaborations with Pharrell included, Meet the Bae's, a series profiling the artists back up dancers. Moselle also participated in Miu Miu's, Women's Tales where her film That One Day premiered at the Venice film festival in 2016. Most recently she directed Our Dream of Water, a documentary short series for National Geographic dealing with water crisis in Haiti, Peru and Kenya.

Arfin co-created the television series Love, along with Judd Apatow and Paul Rust, which ran for three seasons on Netflix. Her other TV credits include: Fox's Brooklyn Nine Nine, MTV's Awkward and the original writing staff of HBO's Girls. Prior to her career in television, Arfin was the author of the Vice Magazine column &lsquoDear Diary' in which she recounted her teenage diary entries. The popular column was published as a memoir in 2007 and optioned by MTV. She was also Editor-in-Chief of Missbehave, a women's magazine based in Brooklyn.

Lovelace, Russell, Moonbear and Moran are repped by Untitled Entertainment and Granderson Des Rochers LLP. Vinberg is repped by ICM, Untitled Entertainment and Granderson Des Rochers LLP. Moselle is repped by UTA and Granderson Des Rochers LLP. Arfin is repped by Artists-First Management and Ginsburg Daniels LLP.


movie news Top CBS Investor Hints at Lawsuit Over Viacom Merger
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