’s motion to dismiss a shareholder lawsuit claiming she breached her fiduciary duty by pushing allies to ram through the Viacom-CBS merger at stockholder expense in a quest to attain the status of “media magnate” like her father, the late Sumner Redstone.
A group of investors led by the California Public Employees Retirement Fund said Redstone “exerted her control over other fiduciaries in manner that caused them to negotiate and approve the merger out of loyalty to her on terms detrimental to Viacom and its public stockholders,” wrote the judge in the case, Vice Chancellor Joseph R.
The court acknowledged that it is generally deferential to boards of directors but said “Delaware is more suspicious when the fiduciary who is interested in a transaction is a controlling stockholder” and “more skeptical” when a controlling shareholder seeks to dismiss a suit that alleges breach of fiduciary duty and challenge the