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Not all threats come from outside the company At the end of the day, those that hold the most voting rights are deeply empowered to create change or maintain the status quo The recent rift between James Dolan, the CEO of Cablevision, and his father, Charles Dolan, the chairman, serves as a cautionary example James convinced the board of directors, above his father s objections, that a satellite subsidiary, Voom, should be shut down as it was losing over $600 million a year The board voted to suspend operations and authorized the sale of Voom s only satellite to Echostar They also gave the chairman a few weeks to find a buyer for the remaining assets Shareholders were elated; however, this was deeply embarrassing to the father who has spent the better part of a decade pushing the company
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into the satellite business that he considers the future of programming delivery to the home As the deadline to find a buyer approached, Charles Dolan made his move He used his majority position in a special class of stock with super-voting rights to oust three directors, who voted against funding Voom, and replaced them with executives with whom he had close personal ties He also replaced a vacant director s seat and disclosed that he planned to award a seat to his son-in-law The company then told the SEC it was suspending efforts to shut down Voom Charles Dolan s actions, without the approval of the full board, left corporate governance advocates howling Despite owning only 26 percent of the company, the Class B super-voting shares allows the Dolans to elect 75 percent of the board s directors Charles Dolan has warned that Class B shareholders will exercise its right to elect 75 percent of the board at its next annual meeting although he has backed off on that threat recentlya Furthermore, Cablevision s board previously voted to become a family controlled company under NYSE rules, which exempts the company from some independence standards required of other public companies The remaining independent directors, in a letter to Charles Dolan filed with the SEC, expressed concern about Voom continuing to take on subscribers given its status as a discontinued operation They have a right to be worried, not only because of the perception of Voom as a going concern, but also the potential of the board to move in a new direction The new directors can overturn previous board decisions as long as they are in the best interests of all shareholders, but this could be hard to prove and will certainly open the directors up to shareholder litigation Ironically, Charles may have done the ousted directors a favor as they may be the best positioned to avoid personal liability The fireworks may be just beginning, and this case promises to be one worthy of watching as the bitter family battle escalates The father and son own homes next to each other that overlook Long Island Sound and two of James older brothers also sit on the board of directors With the son-in-law joining the board, family gettogethers will undoubtedly be a bit uncomfortable
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Grant, Peter Chairman s Board Purge Alters Cablevision Picture, Wall Street Journal, 4 March 2005, A1
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ENDNOTES
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1 Geraldine Fabrikant, Liberty Media Accelerates Swap of News Corp Shares, New York Times, 21 December 2004, C4 2 Revlon v MacAndrews & Forbes Holdings, 506 A2d 173, 181 (Del 1986)
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Pay close attention to offers to buy or sell the company Given possible conflicts of interests, directors have a burden of proof that they have shown good faith and made an informed decision Choose annual elections Staggered boards destroy shareholder value Best practice is to elect an entire board of directors annually for a one year term Remember your shareholders Poison pills should be designed to be shareholder friendly so that they are not triggered if a bona fide and fully financed offer for a company is tendered Greenmail, selling the company crown jewels, issuance of new classes of stock, and other antishareholder provisions should not be authorized by the board under pressure from a hostile offer Be aware that an existing class of stock with super-voting rights can unfairly protect privileged shareholders and bring greater risk of conflicted decisions to the board Be prepared to work in the best interest of all stockholders
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3 Tiffany Kary, Board Needs to Be Synergy Skeptic in M&A, Dow Jones Corporate Governance, 27 October 2004, 3 4 4 G Jarrell and A Poulsen, Shark Repellents and Stock Prices: The Effects of Anti-Takeover Amendments Since 1980, Journal of Financial Economics, Vol 19, 1987, 128 167 5 Qualcomm Incorporated, Appendix 2, Proposed Amendments to the Restated Certificate of Incorporation of Qualcomm Incorporated, Proxy Statement for Annual Meeting of Shareholders (8 March 2005), 2 6 Stephen Labaton, SEC Rebuffs Investors on Board Votes, New York Times, 8 February 2005, C2 7 Robert G Monks and Nell Minow, Corporate Governance, 3rd ed (Malden, MA: Blackwell, 2004), 171 172
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