Dolan Sued by Investors

[T2k]

I totally understand that Charles Dolan the biggest voting stockholder. The suit won't be about that. The suit will be about his negligence to his fiduciary duty to maximize shareholder value as an officer of the company and that he defied a sitting board and took actions that he was directed not to while they were still the sitting board. The new board has the same responsibility even though Chuck exercised his rights to elect them. The fact remains that regardless of your opinion the suit very likely has merit. My question is do you understand the concept, and responsibilities, of a Public Company?

Just as I thought. Unable to digest...

My question is do you understand the concept, and responsibilities of a stockholder?

You think "suit will be about his negligence to his fiduciary duty to maximize shareholder value as an officer of the company and that he defied a sitting board and took actions that he was directed not to while they were still the sitting board."

You are A) unable to read or B) unable to interpret what you just read or C) can't understand you are talking about something else, not the facts.

Try to read.

"Charles Dolan was sued by a shareholder who wants to block him from interfering with board decisions and to cancel the appointment of four new directors."

FYI: no more help today, you have to figure out your own misunderstanding alone...

 

[GreatMac]

The fact remains that regardless of your opinion the suit very likely has merit. My question is do you understand the concept, and responsibilities, of a Public Company?

jame_g: Do you understand that suits like this are filed as a matter of course by law firms which make their living by this. They have their secretary buy a few shares, then file. This happens EVERY time ANY significant event takes place and it involves a public company.

Regarding merit, there is a good argument that if Voom is sold, shareholder value will be maximized. Selling the whole package, rather than just a piece here and a piece there, is likely to maximize shareholder value.

While the fact that Dolan Sr. is the purchaser and the majority shareholder complicates matters a bit, it does not change the argument that the sale of Voom as a package is a good thing for all of Cablevision's shareholders.

P.S.

sued by a shareholder who wants to block him from interfering with board decisions and to cancel the appointment of four new directors

Oops! T2k makes a good point :clap : I guess I didn't really read the whole thing either

 

[jame_g]

Look, I do understand the points that others here are trying to make. I also want Voom to succeed, and believe it best if it's sold off. And I most certainly understand that there are lots of frivolous lawsuits filed that don't have merit or by ambulance chasers.

The point I am arguing is that even minority shareholders have rights, that public companies/officers/boards are accountable to even minority shareholders, and that given recent actions the case that was filed very likely has merit. However, it seems that many people here cannot comprehend this point!

And I wish them luck with their own personal investments and hope that they don't end up with a bunch of their retirement funds invested in companies that feel they don't have to answer to their minority shareholders (i.e. most of us here), who are the ones that are usually screwed in situations like this.

 

[GreatMac]

Yep, you are right that minority shareholders have rights. But in this case there is a good argument that selling Voom as a package is the better option for realizing shareholder value, and closing it down may be an act harmful to shareholder value. Dolan Sr. is not raiding the assets of Cablevision (some call him crazy for wanting to buy Voom!). One can argue that as the majority shareholder, he is actually trying to remedy what he sees as a bad decision by the current management, and in the process increase shareholder value. And legally he has the right to do so.

 

[bryan27]

Interesting reading, perhaps I should sue because shares of the company I invested in dropped $5.50 over the past 2 years. Nah, it will rebound eventually and it's a good time to buy more

When you buy into a company where there is 1 principal shareholder you know the risks going into it. That's the name of the game kids sometimes you don't get what you wanted and you lose your shirt. Lick your wounds and try again.

I have to wonder a few years down the road if VOOM is sucessfull and eclipses Cablevision if the shareholders will sue because they sold it and wasn't given an oppurtunity to have a stake in it.

 

[richard_rd]

I totally understand that Charles Dolan the biggest voting stockholder. The suit won't be about that. The suit will be about his negligence to his fiduciary duty to maximize shareholder value as an officer of the company and that he defied a sitting board and took actions that he was directed not to while they were still the sitting board. The new board has the same responsibility even though Chuck exercised his rights to elect them. The fact remains that regardless of your opinion the suit very likely has merit. My question is do you understand the concept, and responsibilities, of a Public Company?

The stocjk is still within 5% of its high for the past 2 years, the lawsuit will be thrown out, any shareholder can sell now and make a nice profit over the past two years, lol!!!

 

[kfried001]

Actually it's not ridiculous. The primary responsibility of the officers of a company and the board of directors is to the shareholders. The company has a responsibility to maximize the value of the shares. Even for minority shareholders. Thats why there are so many laws and regulations regarding public companies.

The shareholders are probably on pretty solid ground given everything that has occurred. This could force Charles Dolan to act quicker than he wanted, as well as eliminate some of his new options. If it's only a small number of shares involved, he may be able to settle out of court, however even a small number could force his hand in this situation.

I'm not too surprised about this, I was guessing it would just be a matter of time once the sale was delayed and board members replaced.

Sorry, this is not a case that needs to be settled. There needs to be a proxy signed by a majority of the shareholders to open a class action ruling. Charles is on solid ground as there is nothing to stop him from making long-term strategic investements rather than always making short-term tactical decisions.

Where did you get your strong market intelligence background? If companies could get sued for venturing into "projects" that were money loosers, then technology would never move forward. As long as there is a long-term profitability plan in place and it is approved he is fine.

I am not a lawyer, but work for a high-tech company that always needs to venture into unchartered waters to explore and yes spend money that may be unrecoverable in order to keep the company in the forefront and therefore maximize the value of the stock to shareholders of the long haul. There is nothing stated in any public company that prevents them venturing into new areas as long as there is a sound business plan. Loosing money for 18 months is not unheard of, it is the norm.

Can I ask without attacking you where you got your information from?

 

[kfried001]

Yep, you are right that minority shareholders have rights. But in this case there is a good argument that selling Voom as a package is the better option for realizing shareholder value, and closing it down may be an act harmful to shareholder value. Dolan Sr. is not raiding the assets of Cablevision (some call him crazy for wanting to buy Voom!). One can argue that as the majority shareholder, he is actually trying to remedy what he sees as a bad decision by the current management, and in the process increase shareholder value. And legally he has the right to do so.

Personally, IMHO, it was remiss of the board on behalf of the shreholders to even shut the VOOM business down given the growth in HDTV. I recently talked with a buddy of mine who works for D* and he said it is going to be a while (more than the press release states) before D* provides more than LIL to its subs. I much rather have VOOM and get LIL via OTA. For those unfortunate to get locals via OTA, it would be in VOOMs best interest to (1) rebate some portion of basic cable ro compensate for locals and RSNs and/or (2) Work something out with E* to provide SD locals from 61.5 or other position.

 

[bradley]

CABLE SUIT SLAMS BOARD (New York Post) 03.08.05

source: http://www.nypost.com/business/42008.htm

CABLE SUIT SLAMS BOARD (New York Post) 03.08.05
By PAUL THARP and MALCOLM BALFOUR

(New York Post) March 8, 2005 -- The latest episode of Cablevision's boardroom follies ended yesterday with a deeper mystery — will lawyers storm the castle while the king battles his rebellious son?

The entertainment company's 79-year-old patriarch and chairman, Chuck Dolan, summoned his new makeover board to Palm Beach for a super-secret meeting yesterday about his vision for dumping its cable TV operations in favor of a futuristic model for high definition TV via satellite — Voom.

But as directors assembled in the tightly-guarded first floor conference room of the Ritz-Carlton, another twist unfolded a thousand miles away when an angry shareholder filed a lawsuit against Dolan that could turn the already tangled corporate-family saga upside down.

In her suit in Delaware yesterday, shareholder Eleanor Leonard accused Dolan of "high-handed interference" when he abruptly dumped three board members who sided against him in a do-or-die struggle with his son Jim Dolan's move to kill the money-losing satellite gamble.

The suit said that when the elder Dolan replaced the ousted directors with four hand-picked pals, he wrongfully interfered with operations and tied the hands of directors.

"The board is in turmoil as a result of Dolan's high handed interference," the suit said.

"Dolan has threatened to remove any director who challenges him. And he has made it clear he intends to 'pack' the board with individuals aligned with him."

As a result, the suit said the board is "paralyzed and could not protect the interests of shareholders."

The suit asked the Chancery Court to cancel the appointments of the four new directors. Cablevision had no comment on the suit or what transpired at the board meeting.

After the board meeting ended around 3 p.m., a squad of private guards roamed the halls to keep away the press.

One participant in the meeting remarked during a break, "Chuck is the father figure. If there is any conflict, it's in the boardroom, not in the family."

The wives of the father and son went shopping in limos during the meeting.

Chuck's wife Helen, and Jim's wife, Kristin, stayed in nearby suites at the posh hotel.

The four new directors didn't attend in person, and participated via telephone, said one insider.

The four directors — investor Rand Araskog, and media tycoons John Malone, Frank Biondi and Leonard Tow, were also named in Leonard's suit.

One of the items on the agenda yesterday was Chuck Dolan's plan to name his son-in-law, Brian Sweeney, to the board.

Sweeney, 39, is married to Dolan's daughter Deborah.

Sweeney is in charge of all interactive and two-way TV projects of Cablevision, including a channel for the games craze.

One industry source called Sweeney "the bright light" for the elder Dolan's plan to build TV of the future.

NEW YORK POST is a registered trademark of NYP Holdings, Inc. NYPOST.COM, NYPOSTONLINE.COM, and NEWYORKPOST.COM are trademarks of NYP Holdings, Inc. Copyright 2005 NYP Holdings, Inc. All rights reserved.

 

[cidbozek]

some of the stuff this crazy lady is saying, i dont ever remember hearing that or reading that it came from chucks mouth

 

[gutter]

Boy Bradley... You were up late...or was it early? More inside information here than in most other stories. Especially that both Dolan's were staying at the same hotel and wifes went shopping together. It says something.

 

[Sean Mota]

more topics merged...

 

[kelljc]

Boy Bradley... You were up late...or was it early? More inside information here than in most other stories. Especially that both Dolan's were staying at the same hotel and wifes went shopping together. It says something.

"HOW do you know this " or is this another "Rather Report"

 

[Sean Mota]

"HOW do you know this " or is this another "Rather Report"

Post 29 on this same thread: http://www.satelliteguys.us/showpost.php?p=387833&postcount=29

 

[bryan27]

cidbozek, I agree. Even the article is badly written.

I don't ever remember Charles wanting to dump cable for "futuristic" VOOM. Come to think of it they make it sound like VOOM is some kind of science fiction piece by using "futuristic." Considering VOOM exists today it isn't "futuristic" it is today. I guess if you live in the dark ages using language like "lawyers storm the castle while the king battles his rebellious son?" you would think VOOM is "futuristic"

"In her suit in Delaware" Hum, that should tell you something right there. I would like to know how many shares Eleanor Leonard owns, my guess is 3.

"a squad of private guards roamed the halls to keep away the press." Probably more like 1 or 2 off duty cops.

"One participant in the meeting remarked during a break, "Chuck is the father figure. If there is any conflict, it's in the boardroom, not in the family."" Now these guys are just making things up. Who was the participant, and if there was a "squad of private guards" keeping the press away how did you obtain the quote. What are the article writers smoking? It is well known there is bad blood between Charles and James.

"The wives of the father and son went shopping in limos during the meeting." So what? All that means is that either the wives get along or there was nothing else to do, but go shopping with her. Did they both shop at the same stores or did they part company once they hit the malls?

This article sounds like it came from a tabloid. What will come out of the Post next "Charles Dolan's Actions Caused By Alien Brain Probe"

 

[kelljc]

cidbozek, I agree. Even the article is badly written.

I don't ever remember Charles wanting to dump cable for "futuristic" VOOM. Come to think of it they make it sound like VOOM is some kind of science fiction piece by using "futuristic." Considering VOOM exists today it isn't "futuristic" it is today. I guess if you live in the dark ages using language like "lawyers storm the castle while the king battles his rebellious son?" you would think VOOM is "futuristic"

"In her suit in Delaware" Hum, that should tell you something right there. I would like to know how many shares Eleanor Leonard owns, my guess is 3.

"a squad of private guards roamed the halls to keep away the press." Probably more like 1 or 2 off duty cops.

"One participant in the meeting remarked during a break, "Chuck is the father figure. If there is any conflict, it's in the boardroom, not in the family."" Now these guys are just making things up. Who was the participant, and if there was a "squad of private guards" keeping the press away how did you obtain the quote. What are the article writers smoking? It is well known there is bad blood between Charles and James.

"The wives of the father and son went shopping in limos during the meeting." So what? All that means is that either the wives get along or there was nothing else to do, but go shopping with her. Did they both shop at the same stores or did they part company once they hit the malls?

This article sounds like it came from a tabloid. What will come out of the Post next "Charles Dolan's Actions Caused By Alien Brain Probe"

Were are you getting your information?. I think all Voomers should be in the know?.

 

[Sean Mota]

Were are you getting your information?. I think all Voomers should be in the know?.

Post 29 on this same thread: http://www.satelliteguys.us/showpos...33&postcount=29 has the article and the source.

 

[kelljc]

Post 29 on this same thread: http://www.satelliteguys.us/showpos...33&postcount=29 has the article and the source.

I just click the site , come up to you guy's. do you have another site to click?:: Said it could not be found> any help would be good.

 

[mdonnelly]

I just click the site , come up to you guy's. do you have another site to click?:: Said it could not be found> any help would be good.

NYPost link works for me. Of course, it would have been better just to put the link, not to quote the whole story in his post.

 

[kelljc]

NYPost link works for me. Of course, it would have been better just to put the link, not to quote the whole story in his post.

:: Being from the MIDWEST. who is the New York Post??:: Oh I'm sorry we should all read the NEW YORK POST, the only paper in the USA