The largest independent holder of voting stock in CBS Corp. and Viacom apparently was less than enthusiastic about news this week that the two companies were merging. Mario Gabelli sent out a tweet Tuesday afternoon, which you can see below, saying simply: “Breach of Fiduciary duties………lawyers at work.”
Suggesting that Gabelli is hinting about a lawsuit over the merger, The Hollywood Reporter’s THR, Esq., notes that Gabelli has been “cold and hot about a deal” for months.
“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,'” THR reports. “But just two weeks ago, he apparently changed his mind by expressing to that same network that the merger has ‘got to’ happen and ‘should come together for scale.’”
But THR notes that Gabelli has raised the issue of “appraisal rights for voting shares,” which THR says “basically is code for how a corporation’s minority shareholder has the right for an independent valuation of stock price for repurchased shares.”
The report adds: “If he files suit, it’s likely coming in Delaware Chancery Court and may include some of the backstory behind the merger including the Redstones’ successful battle against Leslie Moonves over control of CBS.”
Here’s Gabelli’s tweet …