Photo by Tara Ziemba/Getty Images

A Delaware judge has just ruled against CBS, in its effort to strip company control from Shari Redstone's National Amusements Inc.

Why it matters: This could pave the way for a merger with Viacom, and also lead to major management changes at CBS (whose stock is down more than 6% on the ruling).

Just yesterday, CBS execs were projecting confidence.

A key quote from the judge:

"In my opinion, particularly given CBS’s proclaimed commitment to independent board governance, these allegations are sufficient to state a colorable claim for breach of fiduciary duty against Ms. Redstone and NAI as CBS’s controlling stockholder."

NAI's statement:

“We are pleased by the court’s decision to deny CBS and its special committee’s unprecedented motion to try to deprive a shareholder of its fundamental voting rights. The court’s ruling today represents a vindication of National Amusements’ right to protect its interests.  As we intend to demonstrate as the case proceeds, the actions of CBS and its special committee amount to a grievous breach of fiduciary duties and show no regard for the significant risk posed to CBS and its investors.”

CBS' statement:

"The judge today found that the allegations in our lawsuit ‘are sufficient to state a colorable claim for breach of fiduciary duty against Ms. Redstone and NAI as CBS’s controlling stockholder.’ We could not agree more. While we are disappointed that the judge did not grant a TRO, the ruling clearly recognizes that we may bring further legal action to challenge any actions by NAI that we consider to be unlawful, and we will do so. We remain confident that we will prevail in the lawsuit previously filed by CBS and the members of its Special Committee.
As previously announced, the CBS Board will hold a meeting at 5PM today to consider declaring a dividend of shares of Class A common stock to all of the Company’s Class A and Class B stockholders, as is permitted under CBS’ charter. This dividend would more closely align economic and voting interests of CBS stockholders without diluting the economic interests of any stockholder.”

What's next? CBS likely will pursue further litigation but, for now, its bylaws require a 90% supermajority to dilute Redstone. Given the board dynamics, it won't meet that threshold.

Go deeper

Twitter launches warnings on election misinformation and delays

Photo courtesy of Twitter.

Twitter will start pinning notices to the top of all U.S. Twitter users’ timelines warning them that results in next week’s election may be delayed and that they may encounter misinformation on mail-in voting.

Why it matters: Delayed election results are expected across many states that are handling unprecedented amounts of absentee and mailed ballots, which President Trump has baselessly called "very dangerous" and "corrupt."

Miriam Kramer, author of Space
15 mins ago - Science

NASA confirms water exists on sunny parts of the Moon

Photo: NASA/JPL/USGS

Water on the Moon might be more easily accessible than previously thought, opening up new possible avenues for future human exploration, according to a new study.

Why it matters: NASA is aiming to send people back to the Moon as part of its Artemis program by 2024, with plans to eventually create a sustainable presence on the lunar surface. That sustainability relies on mining the moon for its resources, like water.

Updated 43 mins ago - Politics & Policy

Pence no longer expected at Amy Coney Barrett's final confirmation vote

Photo: Ben Hasty/MediaNews Group/Reading Eagle via Getty Images

Vice President Mike Pence no longer plans to attend the Senate's final confirmation vote for Judge Amy Coney Barrett on Monday, following Senate Democrats' claims that his presence after possible exposure to the coronavirus would be a "violation of common decency," a Pence aide confirmed to CNN and Politico on Monday.

Driving the news: Five of Pence's aides were recently diagnosed with COVID-19, including his chief of staff, who is currently quarantining. Pence has continued his campaign travel despite his possible exposure, which goes against CDC guidelines.