Dolan won't reduce board

chrem88

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Apr 7, 2005
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It was posted yesterday,but i fiqured ti make a great DQ



Dolan won't reduce board
Cablevision chair in regulatory filing has revealed that he has withdrawn plan to cut directors


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BY HARRY BERKOWITZ
STAFF WRITER

April 27, 2005

Cablevision chairman Charles Dolan, who ousted three directors last month amid a bitter dispute, has abandoned a plan to further increase his dominance of the board by cutting another three members.

Dolan yesterday revealed in a regulatory filing that he had withdrawn the plan that would have shrunk the board from 15 to 12 directors, including only three members approved by non-Dolan shareholders. The nine others are elected and approved by Dolan family members.


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The action apparently signifies a further cooling of tempers that had flared for months over a divided board's demand that Dolan shut the Voom satellite TV service he had been trying for months to rescue. But it leaves unanswered questions about how Charles and his chief executive son James, who opposed Voom, will share power in the future and what direction they intend to steer the company.

The Dolan family, led by Charles, controls 75 percent of the Cablevision shareholder vote, which gives it the right to elect three-quarters of the directors. In yesterday's filing with the Securities and Exchange Commission, Dolan said he no longer sought to exercise that right by shrinking the board. Dolan disclosed the change in plans to the board on Friday.

The disagreement over Voom had split Charles, 78, and James, 49, who defied his father by signing a deal in January to sell its sole satellite to EchoStar Communications for $200 million - a deal Charles then tried to overturn.

Corporate governance activists and Wall Street analysts have criticized Charles Dolan for the shakeup of the board and the plan to further reduce its independence. Because it is a family-controlled public company, Cablevision Systems Corp. has been able to opt out of New York Stock Exchange rules requiring that a majority of the board be independent directors.

On March 3, Dolan ousted three of the directors who had voted to shut Voom and hand-picked five new ones, including three media industry executives and a son-in-law who is an executive at Cablevision.

But even after the shakeup, Dolan was unable to come up with a rescue plan that the overhauled board could accept. It then voted unanimously - including Dolan himself - to shut Voom on April 30.

Some of the new members of the board, including Liberty Media chairman John Malone, apparently helped convince a defiant Dolan that Jericho-based Voom, which has cost the company $1 billion and attracted only 46,000 subscribers, was a hopeless cause.

Malone has said that even though Voom might have had an edge in focusing on high-definition TV channels when it was launched in 2003, that advantage faded as the much bigger satellite and cable TV incumbents moved to add more HDTV channels.

Despite the planned shutdown of Voom, Cablevision is continuing to operate the HDTV channels it launched with Voom so the programming can be offered to cable and satellite TV companies.​
 

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