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Shari Redstone. Photo by Jesse Grant/Getty Images.

CBS Corporation filed a lawsuit Monday against majority shareholder Shari Redstone for alleged breaches of fiduciary duty — an attempt to block her and her holding company from forcing a merger between CBS and its former sister company Viacom.

Why it matters: It's the latest twist in an already long and dramatic merger process. While both parties have denied that management complications have been holding up deal negotiations, this shows that control over the new company is essential to CBS leadership, and they're willing to fight to block a merger that doesn't give them such power.

  • The proposal would dilute the shares of National Amusements — Redstone's media holding group — by over 60 percentage points, which would block it from replacing enough board members to push the merger through. It also asks for a temporary restraining order against Redstone to stop her from hurting the merger process.
  • The lawsuit was filed in the Delaware Court of Chancery by a special committee formed within CBS' board in an attempt to preserve CBS stockholders' best interest.

Later Monday, National Amusements fired back saying it is "outraged by the action taken by CBS and strongly refutes its characterization of recent events" and it defends to defend their position vigorously in court.

  • "NAI had absolutely no intention of replacing the CBS board or forcing a deal that was not supported by both companies.  NAI’s conduct throughout supports this, and reflects its commitment to a well-governed process."

National Amusements says CBS’s public lawsuit was precipitated following National Amusements "raising specific concerns about incidents of bullying and intimidation in relation to one CBS director, dating back to 2016."

Axios reported last month that CBS Chairman and CEO Leslie Moonves asked in 2016 to remain Chairman of the Board of a combined CBS/Viacom and for his CBS management team to "have complete and irrevocable authority to manage the combined businesses."

Go deeper: Ongoing tensions between Shari Redstone and CBS chief Les Moonves

Go deeper

Jack Dorsey to step down as Twitter CEO

Photo: Joe Raedle/Getty Images

Jack Dorsey will step down as CEO of Twitter, the company announced Monday. He will be succeeded by CTO Parag Agrawal.

The big picture: Dorsey is also the CEO of financial payments company Square, which he co-founded in 2009, and has become a crypto evangelist in recent years.

Tracking the pandemic's unequal impact

Expand chart
Data: Morning Consult/Axios; Chart: Will Chase/Axios

The pandemic was bound to hit the most economically vulnerable among us the hardest. New polling data from Morning Consult, out this morning, shows the degree to which those difficulties were more concentrated among people of color.

Catch up quick: The Morning Consult/Axios Inequality Index has tracked the economic experience of adults in three wage groups since May 2020. We began publishing the findings in May of this year, and six months in, we’re slicing the data a little differently — and looking at inequality between ethnicities.

3 hours ago - Health

WHO says Omicron poses "very high" risk

World Health Organization Director-General Tedros Adhanom Ghebreyesus speaking in Geneva in October. Photo: Fabrice Coffrini/AFP via Getty Images

The World Health Organization said Monday in a new risk assessment that it believes the COVID-19 Omicron variant poses a "very high" risk to the globe because it may be more transmissible than other strains of the virus.

Why it matters: Though the WHO acknowledged there are still many uncertainties associated with the variant, the agency said it believes the likelihood of potential further spread of Omicron around the world is "high."

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