"In light of the board's action today, that action was plainly necessary, and it is valid".
After taking a punch to the gut in the courtroom on Thursday, CBS took another blow on Wall Street soon after, following its request for a temporary restraining order against Shari Redstone and her holding company, National Amusements, which was struck down.
State Treasurer State of MI lessened its stake in shares of CBS Co.
CBS has been fighting pressure by National Amusements to merge with Viacom, which also is controlled by National Amusements.
The bylaw change came just an hour before the hearing in DE to consider CBS' request for a temporary restraining order against the Redstones - a move that seemed to startle even the judge overseeing the case.
Delaware Chancery Court Judge Andre Bouchard said that, as the controlling shareholder, Redstone has the right to take steps to protect that control. Under Delaware law, CBS would still be able to challenge Wednesday's bylaw changes, he said.
Original story: Thursday is a pivotal day in the fight for the future of CBS Corporation.
CBS, in its own statement, said that although it was disappointed by the outcome, "the ruling clearly recognizes that we may bring further legal action to challenge any actions by N.A.I. that we consider to be unlawful, and we will do so". (NYSE:CBS) by 0.7% during the first quarter, according to the company in its most recent disclosure with the SEC.
"We are pleased by the court's decision to deny CBS and its special committee's unprecedented motion to try to deprive a shareholder of its fundamental voting rights".
Meanwhile, CBS has pledged that if the board approves the dividend, it would not issue any shares or cause the dividend to become effective without the judge's consent.
Redstone family holding company NAI controls almost 80% of CBS's voting stock, appears to have neutralized the dilution threat with a last-minute bylaw change requiring 90% of the board members to approve such a measure.
Shari Redstone is the daughter of media magnate Sumner Redstone, who led National Amusements to take over Viacom in 1987 and, in 2000, CBS.
The firm argued that Ms Redstone's interference in the merger process and other actions posed "significant threat of irreparable and irreversible harm" to CBS.
CBS officials noted that Bouchard found that the allegations in its lawsuit were sufficient to state a plausible legal claim for breach of fiduciary duty against Redstone and NAI.
NAI said after the CBS board meeting that "it has no intention of forcing a merger that is not supported by both CBS and Viacom".
At a Wednesday afternoon hearing, an attorney for Redstone decried the suit as a "Monday morning ambush", meant to permanently strip Redstone of her controller status.
The legal wrangling comes after months of strained relations among Redstone; Leslie Moonves, the chairman and CEO of CBS; and other members of CBS' board.
After two hours of argument in a Wilmington courtroom, Bouchard entered an interim order pausing the case, saying he had "never seen anything quite like what transpired here".
In his ruling, Bouchard acknowledged the "tension" between the controlling stockholder's rights and those of an independent board of directors threatened with removal.
HTC sounds like it's doubling up on dual cameras, though, with a pair of shooters also occupying the front of the camera. The phone will feature Face unlock feature as well along with fingerprint sensor , which is placed on the back panel.
Lenovo's ZUI skin is laid atop Android Oreo instead of the lightweight Motoblur - something to be expected over there. The phone also has a dual SIM card slot with 4G LTE and VoLte support on both the slots.
Authorities in Las Vegas responded to the Boulevard Mall late Thursday after a "individual with a gun" name, police mentioned. A Metro official said no one has been injured and that there are no reports of shots fired by the suspect.
Their relationship turned sour after Tillerson called Trump a "moron" during a meeting at the Pentagon in July a year ago . However, the main theme of Tillerson's commencement speech appeared to be rooted in "ethics and integrity".
We already are aware that The Division 2 will be unveiled at E3, which is more than enough reason for us to get excited. Ubisoft Singapore states that Skull and Bones is its "biggest game yet" and a project "filled with huge passion".
This new Boring Company tunnel was announced last month and will serve as a new full proof-of-concept for the company. Still, questions about the test-tunnel project largely dominated the meeting on Thursday night.
Surveillance footage showed Willian Ray, Jessica Ray and Dakota at a hospital in Iowa May 14, according to the NCMEC statement. They are traveling in a 1996 gold Ford Aerostar van and may be changing their license plates, according to the release.
The left-footed striker has gained national treasure status in Egypt by helping the team get to the World Cup 2018. The boots will be placed in Gallery 61 next to a pair of ancient Egyptian sandals, the museum has confirmed.
President Donald Trump-branded the agreement as "the worst deal ever" and announced on May 8 the United States was pulling out. The EU has discussed instituting a so-called blocking statute, which would shield European companies doing business with Iran.
Regardless of the claims, Conte has lately insisted that stories suggesting he's itching to make for the exit door are 'untrue' . Napoli boss Maurizio Sarri is set to turn his back on advances from Chelsea and pen a new deal with the Serie A club.
The Telegraph claim Benitez still doesn't know how much money he'll have to spend over the summer - and this has "infuriated" him. We're making ready to nominate a supervisor who has a confirmed file of success on the highest stage of the sport'.
Miguna Miguna 'accepts' Sonko's surprise nomination
One of Miguna's lawyers Nelson Havi, told local television, Citizen TV , that he would advise his client to accept the nomination. He said Miguna meets all the requirements provided for in the constitution to be his deputy.
YouTube Music streaming service set to launch next week
Spotify leads the music-streaming industry with 75 million paying subscribers, and Apple Music is quickly gaining steam. Anyone interested will be able to try out the refreshed service for free before deciding whether to subscribe.
PayPal acquires Swedish payments firm iZettle
Morgan Securities plc is acting as sole financial adviser to iZettle, while Gernandt & Danielsson is acting as its legal adviser. The deal will be an all-cash deal and is expected to be closed by third quarter of the current financial year.
First urban case of Ebola in Congo a 'game-changer'
It is emphasized that so far, confirmed cases of EVD have been recorded near the city Bikoro, located 150 km from Mbandaka. Symptoms include fever, vomiting, diarrhea, muscle pain and internal and external bleeding.
Why filming 'Deadpool 2' was survival of the funniest
But although the team praises the original as a "wonderful movie", it seems they're going for something with a little more. I don't know if that means that Deadpool will eventually be mingling with the likes of Iron Man or someone like that...
Mayawati blames Rahul for BJP's stellar Karnataka win
Mamata Banerjee has always been at the centre of forming a "federal front" to fight against BJP in the 2019 Lok Sabha elections. Mayawati , sources said, subsequently spoke to Sonia and suggested that Congress extend support to JD (S) to which she agreed.
Guardiola Extends Manchester City Contract Until 2021
PEP GUARDIOLA HAS put pen to paper on a contract extension with Manchester City , the Premier League champions announced today. Chief executive Ferran Soriano added: "Pep's new contract extension is fantastic news for Manchester City ".