BEEN ONE OF THOSE DAYS.
NEIL CAVUTO IS HERE TO TAKE IT
ALL AWAY.
NEIL?
NEIL: THANK YOU VERY MUCH, MY
FRIEND.
WE'RE FOLLOWING UP ON A STOCK
THANKING.
CALLED CBS.
WHAT ARE LONG TERM IMPLICATIONS
FROM THIS?
LET'S GET DETAILS FROM CHARLIE
GASPARINO FOLLOWING THIS WHOLE
DRAMA CLOSELY.
HAND FOR THE MOMENT BUT EXPLAIN
WHAT HAPPENED.
>> SHE HAS GIVEN UP HER OR HAND
AND GOT THE UPPER HAND?
>> GOT THE UPPER HAND.
>> SHE CAN FIRE ENTIRE BOARD.
FIRE LES MOONVES.
NEIL: DO YOU THINK SHE WOULD?
>> IT IS INTERESTING.
SOMETHING CAME ACROSS THE TAPE.
THE CBS IS STILL GOING WITH THE
BOARD MEETING AT 5:00 P.M.
THEY MAY TAKE FURTHER LEGAL
ACTION INTIMATING THIS IS NOT
DONE.
I WILL SAY THIS --
NEIL: SHE WANTS TO MERGE WITH
VIACOM.
>> SHE WANTS TO PUT PATH OF
THOSE TOGETHER.
LES MOONVES THINKS IT IS ALWAYS
BEEN THAT WAY.
HE TRIED TO DILUTE HER OUT OF
CONTROLLING STAKE IN THE
COMPANY.
A JUDGE WITH THIS RULING
BASICALLY SAYS, PROBABLY CAN'T
HAPPEN THIS WAY.
YOU KNOW, SHE IS FREE TO FIRE
EVERYBODY.
I THINK WHAT IS INTERESTING
ABOUT THIS IS TWO THINGS.
NUMBER ONE.
>> IT WAS AN AUDACIOUS PLAY BY
MOONVES.
YOU EVER SEE THE BATTLE OF THE
BULGE?
WORLD WAR II, THAT LAST-DITCH
ATTEMPT FOR GERMANS TO TAKE
CONTROL OF THE WAR GOING ACROSS
THE ARDENS, THAT LIKE FAILED
MANY WAYS.
NEIL: VERY GOOD.
>> IT WAS AUDACIOUS, BRILLIANTLY
EXECUTED, CAME THIS CLOSE TO
WINNING.
ONE OF THE PROBLEMS HE HAS, THE
DELAWARE COURT, THE CHANCERY
COURT IS MOSTLY USED TO
ADJUDICATING PROXY BATTLES AND
MORE MUNDANE SORT OF DISPUTES,
CORPORATE DISPUTES, NOT WHETHER
YOU CAN TAKE AWAY OWNERSHIP,
ESSENTIAL OWNERSHIP FROM A
FAMILY-CONTROLLED COMPANY.
THAT IS WHAT HE IS DOING.
I DON'T THINK THEY WANT TO GET
INVOLVED IN THAT.
ON OTHER HAND HE MADE A GOOD
CASE, LISTEN IN THE BYLAWS OF
CBS.
SUMNER REDSTONE, SHARI
REDSTONE'S FATHER CREATED THIS,
TWO SEPARATE COMPANIES.
IN THE CBS BYLAWS, SAID, YOU
HOLDING COMPANY DOES SOMETHING
WE DON'T LIKE, BAD FOR
SHAREHOLDERS, WE CAN DO
SOMETHING TO PREVENT YOU FROM
IMPLEMENTING THAT, INCLUDING,
THIS WAS CBS'S CONTENTION,
GETTING RID OF CONTROLLING
SHAREHOLDER, DILUTING THEM OUT.
THAT IS WHERE WE ARE.
IT ES INTERESTING TO SEE WHAT
CBS DOES LATER.
ONE OF THE UP SHOTS, BROADLY,
30,000 FEET, YOU WILL GET A LOT
OF PEOPLE TALKING, GOOD
GOVERNMENT PEOPLE, ACADEMICS
TALKING ABOUT THIS NOTION OF
HAVING DUAL STOCK OWNERSHIP,
CONTROLLING STAKE AND REGULAR
SHAREHOLDERS FOR THE AVERAGE
VIEWER, COMPANIES GO PUBLIC THEY
NEED MONEY.
WHEN YOU NEED MONEY, THE
BARGAIN, POWER TO PUBLIC
SHAREHOLDERS.
THE DUAL CLASS THING ALLOWS YOU
TO KEEP THE POWER.
ALMOST A OXYMORON TO NOTION OF
GOING PUBLIC.
THAT WILL COME UNDER PRESSURE.
WE SHOULD POINT OUT A LOT OF
COMPANIES HAVE THIS.
FACEBOOK HAS IT.
TWENTIETH CENTURY FOX HAS IT.
IT WILL BE MORE CONTROVERSIAL
MOONVES FROM PERSONAL POINT IS
INTERESTING STORY.
HE DOESN'T CARE IF HE GETS FIRED
ON THIS.
NEIL: COMES OUT ON TOP.
>> 200 MILLION PLUS GOLDEN SHARE
CHUTE AND PERKS.
BOARD MEMBER TOLD ME HAS PERKS
HE CAN PRODUCE MOVIES THROUGH
PARAMOUNT.
VIACOM OWNS PARAMOUNT.
NEIL: THROUGH AN ARRANGEMENT
LIKE THAT.
>> IT IS PRETTY AMAZING.
HE CAN HANG OUT WITH HIS
HOLLYWOOD FRIEND.
HAVE ANOTHER $200 MILLION IN HIS
POCKET AND HANG ON THE BEACH.
NEIL: QUICKLY.
LENORE HAWKINS AND CONNELL
McSHANE IS HERE.
YOU'VE BEEN TALKING TO AT LO
PEOPLE ON THIS.
WHAT ARE YOU HEARING?
>> I WAS TALKING TO ANALYSTS
THIS MORNING, AND I ACTUALLY
THINK TO FOLLOW UP WHAT CHARLIE
WAS SAYING THE HAND THAT MOONVES
HAD TO PLAY WAS REALLY GOOD
HAND.
THE INVESTMENT COMMUNITY,
ANALYST COMMUNITY, REALLY LOVE
THE JOB HE HAS DONE WITH CBS.
GOING IN THERE WAS EXPECTATION
YEARS AGO MAYBE THE VIACOM
BUSINESS WOULD BE MORE VALUABLE
GOING FORWARD, WITH ALL THE
BUSINESSES.
NEIL: THEY WERE TOGETHER BEFORE.
THEY WERE SEPARATE.
SHE WANTED TO BRING THEM BACK
TOGETHER.
>> HE SURPRISED A LOT OF PEOPLE
WAY HE RAN THE COMPANY.
STRONG PRIME-TIME LINE-UP.
HE KNEW THAT GOING ON.
200 MILLION, WHATEVER THE
NUMBER, YOU HAVE THAT, HEY, I
WILL DO IT MY WAY, OR NOT DOING
IT AT ALL.
NEIL: LENORE, DOES IT MAKE YOU
FEEL DIFFERENTLY PRO OR CON
ABOUT MEDIA STOCKS IN GENERAL?
WHAT CHARLIE POINTED OUT
SEPARATE CLASS OF STOCK THAT IS
VERY PROMINENT IN THE MEDIA
WORLD.
>> THIS IS THE PROBLEM OF THIS
KIND OF CORPORATE GOVERNANCE
BECAUSE IT ALLOWS PEOPLE TO HAVE
THEIR CAKE AND EAT IT TOO.
WHEN A COMPANY GOES PUBLIC, YOU
HAVE THE INCREDIBLE FOUNDER
YOU'RE OKAY WITH THAT CONTROL WE
HAVE THIS GREAT GUY BUT WORRY
ABOUT WHAT YOU WISH FOR.
>> YEAH.
>> WHEN YOU LOSE THAT PERSON
EVENTUALLY THEY WILL NOT BE
AROUND FOREVER.
THE NEXT GENERATION HAS THE
CONTROLLING INTEREST MAY NOT
MAKE SUCH GOOD DECISIONS.
YOU'RE OKAY WITH THE ORIGINAL
GUY.
NEIL: VERY GOOD POINT.
>> SHARI REDSTONE MAY BE
COMPETENT CORPORATE LAWYER.
WE DON'T KNOW SHE KNOWS HOW TO
RUN THE BUSINESS.
WE EXPLAIN THE TYPE OF BUSINESS
SHE WANTS TO MASH TOGETHER.
VIACOM HAS PARAMOUNT, PRETTY
GOOD MOVIE THEATER, MOVIE
STUDIO.
BUT THEY HAVE MTV, NICKELODEON,
OTHER STUFF, COME MYDID I
CENTRAL, NOT GREAT MEDIA
CONTENT.
>> SEEMED LIKE AT TIME.
MAY NOT BE ANYMORE.
A LOT OF AN ITS THINK ANOTHER
DEAL MAKES A LOT MORE SENSE.
LIKE TECHNOLOGY.
COMES IN MAKE OFFER FOR CBS.
NEIL: IS CBS IN PLAY NOW?
>> IT WAS A STORY WE DID EARLY
IN THE WEEK.
THEY'RE ESSENTIALLY IN PLAY.
PEOPLE CAN WANT THE CONTENT.