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Kessler Topaz Reaches $167.5 Million Settlement for CBS Corporation

April 27, 2023

On September 27, 2019, Kessler Topaz initiated an investigation, on behalf of Bucks County Employees Retirement Fund, of the proposed merger of CBS Corporation and Viacom Inc.  Kessler Topaz suspected that the then-proposed merger was unfair to CBS and its public stockholders, and sought books and records from CBS to investigate potential claims against CBS’s board of directors.  Negotiations over the scope of the document production broke down, so Bucks County pursued its inspection rights through trial.  After trial, the court ruled that plaintiff was entitled to a significant scope of document production.  Kessler Topaz analyzed the documents received and used them to craft a 118-page complaint against CBS’s board of directors in April 2020.  Plaintiff alleged that the Merger of CBS and Viacom was the culmination of a years-long effort by Shari Redstone (who controlled both companies) to combine the two companies in order to save the floundering Viacom, despite the lack of economic merit of the merger and the previous fierce opposition of CBS directors and stockholders alike when Redstone proposed a similar merger in 2018. 

Defendants moved to dismiss the litigation in June 2020.  In January 2021, the Court issued an opinion denying the motion to dismiss, sustaining nearly all of Plaintiffs’ claims. 

Cleveland Bakers and Teamsters Pension Fund later joined the case as a Co-Lead Plaintiff in August 2021.  Between January 2021 and April 2023, the parties heavily litigated the action and engaged in extensive fact and expert discovery. The action was scheduled for trial beginning on June 26, 2023. 

Beginning in 2022, the parties engaged arm’s-length negotiations under the guidance of a mediator.  On April 18, 2023, just two months before trial, Plaintiff and Defendants reached an agreement to settle the action in exchange for a $167.5 million cash payment to CBS. The Parties are currently working on finalizing the settlement documents and a settlement hearing will be scheduled for later this year to rule on approval of the settlement terms.

Read the Section 220 Books and Records Opinion Here

Read the Motion to Dismiss Opinion Here