April 19, 2005
The Cablevision board did not act yesterday on chairman Charles Dolan's previously announced plan to increase his dominance by cutting three of the 15 directors, a person close to the company said.
The lack of action raised the possibility that Dolan had changed his mind about further shaking up the board, and reducing its independence, since the bitter fight over the company's Voom satellite TV service had ended.
The issue of changing the board size was not raised as the directors met at Cablevision headquarters in Bethpage, even though Dolan had told the board March 29 that at yesterday's meeting he planned to drop three of the six members who are approved by non-Dolan shareholders, the source said. The other nine are approved by Dolan family members, who control 75 percent of the shareholder vote.
The issue could still come up at a future meeting, although time is running out for the company to print proxies detailing the names of the directors it recommends for election or re-election at the annual meeting, which is expected to be held next month.
Corporate governance activists and Wall Street analysts have criticized Dolan, 78, for his board shake-up last month and for the plan to shift his board representation to equal 75 percent of the directors.
Even without a further shake-up, Victor Oristano, 88, who has been a director since 1985 and who wrote to Dolan last month telling him to stop seeking new Voom subscribers, is expected to retire from the board, a source said. Oristano has declined to comment.
On March 3 Dolan ousted three members of the board who had ordered Voom to be shut and hand-picked five new directors. The overhauled board gave Dolan until March 31 to devise a plan to rescue Voom, which has cost Cablevision $1 billion. After he was unable to come up with that plan, the directors, including Dolan, voted unanimously to shut the service April 30. The dispute had split Dolan and his chief executive son James, 49, who signed a deal in January to sell Voom's sole satellite to EchoStar Communications.
It was not clear whether yesterday's relatively routine board meeting meant the rancor that had rocked Cablevision for months was receding. Cablevision spokeswoman Kim Kerns declined to comment.
The board also did not act to increase Cablevision's $16.5 billion bid to acquire Adelphia Communications. On April 7 Adelphia presented a handshake deal to a bankruptcy judge to accept a competing joint bid of nearly $18 billion from Time Warner and Comcast Corp. The bid requires approval from the judge and Adelphia creditors.
The Cablevision board did not act yesterday on chairman Charles Dolan's previously announced plan to increase his dominance by cutting three of the 15 directors, a person close to the company said.
The lack of action raised the possibility that Dolan had changed his mind about further shaking up the board, and reducing its independence, since the bitter fight over the company's Voom satellite TV service had ended.
The issue of changing the board size was not raised as the directors met at Cablevision headquarters in Bethpage, even though Dolan had told the board March 29 that at yesterday's meeting he planned to drop three of the six members who are approved by non-Dolan shareholders, the source said. The other nine are approved by Dolan family members, who control 75 percent of the shareholder vote.
The issue could still come up at a future meeting, although time is running out for the company to print proxies detailing the names of the directors it recommends for election or re-election at the annual meeting, which is expected to be held next month.
Corporate governance activists and Wall Street analysts have criticized Dolan, 78, for his board shake-up last month and for the plan to shift his board representation to equal 75 percent of the directors.
Even without a further shake-up, Victor Oristano, 88, who has been a director since 1985 and who wrote to Dolan last month telling him to stop seeking new Voom subscribers, is expected to retire from the board, a source said. Oristano has declined to comment.
On March 3 Dolan ousted three members of the board who had ordered Voom to be shut and hand-picked five new directors. The overhauled board gave Dolan until March 31 to devise a plan to rescue Voom, which has cost Cablevision $1 billion. After he was unable to come up with that plan, the directors, including Dolan, voted unanimously to shut the service April 30. The dispute had split Dolan and his chief executive son James, 49, who signed a deal in January to sell Voom's sole satellite to EchoStar Communications.
It was not clear whether yesterday's relatively routine board meeting meant the rancor that had rocked Cablevision for months was receding. Cablevision spokeswoman Kim Kerns declined to comment.
The board also did not act to increase Cablevision's $16.5 billion bid to acquire Adelphia Communications. On April 7 Adelphia presented a handshake deal to a bankruptcy judge to accept a competing joint bid of nearly $18 billion from Time Warner and Comcast Corp. The bid requires approval from the judge and Adelphia creditors.
