What’s behind comcast’s fox announcement dealbook briefing – the new york times gas pump emoji

The cable giant was clearly banking on that with its announcement on Wednesday. The confirmation that it was in “the advanced stages of preparing” a higher bid served as a notice to Fox shareholders that they shouldn’t embrace Disney’s offer. Comcast has been working on making sure that other aspects of its potential bid, including payouts to Fox shareholders if regulators block its offer, at least match up to Disney’s proposal.

The stockholders have also agreed not to facilitate any effort or attempt by another entity to make an acquisition proposal for 21CF, including by refraining from discussing or providing information to any person in connection with such a proposal.

“We’re not going to kind of engage in a lot of speculation around this, but I can say that we are committed to our agreement with Disney and are working through the conditions to bring it to a closing. In addition, our directors, though, of course are aware of their fiduciary duties on behalf of all shareholders.”

Speaking of shareholders: Investors in Fox appeared only somewhat heartened by Comcast’s move, with shares in the media company up 1.4 percent. But shares in Comcast were down 1.8 percent, as investors in that titan continue to appear uncertain of the wisdom of a Fox bid. The latter set of investors won’t have a say, however, since Comcast doesn’t need their permission for an all-cash bid for Fox.

Any offer for Fox would be all-cash and at a premium to the value of the current all-share offer from Disney. The structure and terms of any offer by Comcast, including with respect to both the spinoff of “New Fox” and the regulatory risk provisions and the related termination fee, would be at least as favorable to Fox shareholders as the Disney offer.

As our colleague Brooks Barnes has pointed out, Comcast has been laying the groundwork for such a bid. The main factor weighing on that decision is whether AT&T prevails over the Justice Department in the legal battle over the Time Warner deal.

What’s happening: Comcast is trying to throw Disney and Fox off their game. The two companies are preparing to schedule a vote on their deal soon, and the cable giant clearly wanted to tell Fox shareholders not to rush to support that transaction.

The lawsuit comes in the wake of a tense meeting during which its board voted to dilute Ms. Redstone’s influence over the company. Immediately after the vote, National Amusements called it invalid. In the amended complaint, filed in Delaware Chancery Court, CBS asserted the independence of its board and asked the court to rule on which side’s interpretation of the recent vote is lawful.

On the day before the CBS board was scheduled to meet last week, National Amusements made a sudden and significant change to the CBS bylaws: From now on, the company said, any vote would require a supermajority — 90 percent of the 14 CBS board members — for approval.

Was the vote valid? Was National Amusements within its rights to change the CBS bylaws? Or, as the amended lawsuit filed by CBS suggests, should the CBS board operate independently of its main shareholder? These are questions for the Delaware Court chancellor to settle in the weeks or months ahead.

A day after Lowe’s named Marvin Ellison, the chief executive of J.C. Penney, as its next C.E.O., the WSJ reported that William Ackman’s Pershing Square Capital Management has taken a roughly $1 billion stake in the home-improvement retailer.