Amid Redstone battle over Viacom merger, CBS resets annual shareholder meeting for Aug. 10

CBS
The current fight between CBS and NAI arose out of an exploration earlier this year regarding a potential remerger between CBS and Viacom. (Ben Munson/FierceCable)

As CBS’ court battle with Shari Redstone’s National Amusements (NAI) continues to play out, the company has shifted its annual shareholders' meeting to later in the summer.

According to a filing with the SEC, the meeting, which was originally scheduled to be held May 18, will now take place Aug. 10 at the the Langham Huntington in Pasadena, California. CBS also set the close of business on July 5 as the record date for determining the holders of shares of the company's Class A Common Stock.

The new date for the annual CBS shareholders' meeting comes as CBS and National Amusements, which owns the majority of voting shares in CBS, continue to trade accusations in court.

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RELATED: National Amusements hits back against CBS' 'unlawful' actions in new court complaint

Late last month, NAI said CBS’ proposed dividend, which would dilute NAI’s voting shares from 80% to 17%, is “unlawful.” The company also said the dividend violates CBS’s charter and because it is based on the recommendation of CBS’s special committee, which NAI said was formed only to consider the potential remerger of CBS and Viacom.

“As NAI’s complaint makes clear there was no ‘threat’ or ‘interference,’ and indeed there was no action that could possibly warrant the CBS directors’ unprecedented, unjustified, and unlawful efforts to unilaterally dilute NAI’s voting rights. Unlike CBS’ complaint, NAI’s complaint is based on actual facts. Those facts demonstrate that CBS’ allegations are false, and that the CBS board and special committee took their actions not in response to any genuine threat, but instead because Les Moonves has tired of having a controlling shareholder. While Les Moonves is an extremely capable television executive, neither he, nor the board acting at his behest, is entitled to strip NAI of its voting control,” NAI said in a statement.

The week before, CBS challenged in court changes that NAI made to CBS’ bylaws to require a super majority 90% approval vote to pass any proposals, including the dividend.

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.

RELATED: Editor’s Corner—Viacom might just be OK without CBS

“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.

The current fight between CBS and NAI arose out of an exploration earlier this year regarding a potential remerger between CBS and Viacom. CBS ultimately decided against the merger and then moved to take away NAI’s majority voting rights, citing several instances where Redstone’s actions threatened to cause “imminent, irreparable harm” to CBS stockholders.

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