Source:
Father and son split on Cablevision's direction
(PETER GRANT, The Wall Street Journal, Monday, January 24, 2005)
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By December, it became clear to many directors that the spinoff wasn't going to work, especially after Morgan Stanley weighed in with its negative report. Lawyers also warned board members of personal liability if they didn't vote in the best interest of shareholders. In a Dec. 20 meeting, the board voted 9 to 4 to bag the spinoff plan and "pursue strategic alternatives," which was widely interpreted on Wall Street to mean Voom was going to be sold or shut down. James Dolan voted against his father.
But Charles Dolan wasn't ready to give up. If the board wasn't going to approve it, he considered changing the makeup of the board. Charles Dolan controls the majority of a special class of stock that the Dolan family owns that elects 75 percent of the directors. He began talking to people about possibly replacing three members of the board who voted against him, Sheila Mahony, a former Cablevision executive; William Bell, a former vice chairman of the company, and investment banker Steven Rattner, according to people familiar with the matter.
But Mr. Dolan was talked out of that plan by his advisers, including lawyers at Debevoise & Plimpton, who warned that in this post-Enron age such a maneuver could cause an uproar, and even lead to delisting. Such a scenario could lead to default on bank covenants and even a possible bankruptcy filing, they warned.
By last week's meeting, all Charles Dolan could do was try to persuade the board to keep funding Voom, which had money only until the end of January. He argued that the board was being oversensitive to the post-Enron regulatory climate. But this time, the vote was close to unanimous against him.
Charles Dolan made one last attempt to save Voom by looking into buying it himself. But that didn't last long and the board quickly agreed to sell to EchoStar, which had been having on-and-off conversations with Cablevision for months.
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