In the fight to control CBS, former NBCUniversal CEO Bob Wright has placed all bets on Les Moonves, who he called one of “two really, really good media executives in this country.”

He says CBS’ ongoing resistance to a merger with Viacom will put an end to dual share structures at companies, once and for all.

“There’s no benefit that Shari [Redstone] is bringing to the table with 10 percent ownership and trying to control all the board. It doesn’t make sense anymore,” Wright said Friday on CNBC’s “Squawk on the Street.”

National Amusements, owned by the Redstone family, has been trying to merge CBS and Viacom, both of which fall under its umbrella. But CBS and Viacom have not been able to come to terms on some aspects of the merger, and CBS has been fighting what it called interference by the Redstone family.

CBS wants to cut National Amusement’s voting power by issuing a special dividend to shareholders.

As it stands, the share structure of CBS enables Shari Redstone, through theater and media holding company National Amusements, to maintain voting control over CBS, despite only owning about 10 percent of shares. Wright said these types of dual share structures can be helpful at the advent of a company, so “the guys that built it can protect the company for a while.”

But CBS isn’t new anymore.

“CBS is a 90-year-old company. I think the Delaware courts will look at that and say, ‘This is a silly situation,'” Wright said.

Furthermore, Wright said the merger Redstone is pushing between CBS and Viacom would be damaging, insofar as it ousts Moonves. If Redstone is “smart,” Wright said, she will relinquish some of her voting power and allow Moonves to take charge of a merged CBS and Viacom.

This type of dual share structures “usually helps new companies, so the owners, the guys that built it, can protect the company for a while,” Wright said.

“The reality of it is this exposes [the dual share structure] as negative to shareholder values,” Wright said.

“This is probably going to go down in history as the beginning of the end of that whole type of ownership,” he added.

Veteran media analyst Porter Bibb also sees an end to two-class shareholding thanks to Moonves’ maneuvers. “CBS and Les Moonves have lifted the lid on a Pandora’s box,” he said. “Dual-class shareholding is history.”

While it may not happen immediately, he thinks it is going to evaporate over the long term as activist investors start to make their cases. “Hundreds of companies are going to be decimated by activist investors who are going to come in and challenge the two-class system,” Bibb, managing partner at Mediatech Capital Partners, told “Power Lunch” on Friday.

Team Moonves has already suffered one setback. A judge declined Thursday to issue a restraining order against Shari Redstone, that would have prevented her from interfering with a special board meeting on Thursday.

— CNBC’s Michelle Fox contributed to this report.

Disclosure: NBC and CNBC are divisions of NBCUniversal.

Source: Tech CNBC
CBS fight is 'the beginning of the end' of dual-share structures, says former NBCUniversal CEO