ViacomCBS CEO Bob Bakish tried to tamp down speculation at an industry conference Wednesday that the death of its largest individual shareholder Sumner Redstone would lead to asset sales, adding that while Redstone’s influence was great, it won't change the company's current path.

Redstone died on Aug. 11.  The former Viacom chairman was the controlling shareholder of National Amusements Inc., which holds more than 80% of the voting rights of ViacomCBS. While he was alive, Redstone repeatedly blocked the potential sale of assets -- most notably a move by former CEO Philippe Dauman to sell off an interest in movie studio Paramount Pictures. Upon his death, some have speculated that his daughter, ViacomCBS vice chair Shari Redstone, would be more open to selling off assets or even the entire company.

At the virtual Bank of America Merrill Lynch 2020 Media, Communications and Entertainment Conference on Wednesday, Bakish tried to put an end to any rumors that the ViacomCBS was readying itself for a fire sale. 

“Sumner was a true industry titan,” Bakish said at the virtual conference. “His influence in the entertainment landscape cannot be overstated and his guidance and leadership certainly have left a permanent stamp on our company and helped shape who ViacomCBS is today. But as it relates to M&A or asset sales, the fact is nothing changes as a result of his passing.”

Bakis said ViacomCBS remains committed to unlocking the value of its recombination, which was completed back in 2019 and added that there is more to be extracted. 

“In regard to asset sales, our business strategy is focused on three interrelated businesses -- studios, networks and streaming," Bakish said. "If an asset falls into one of those three categories, we view it as core to our business. If it doesn't, we view it as a candidate for disposition.”

He noted that ViacomCBS already has identified two assets for sale -- CBS’s Black Rock headquarters in Manhattan and publisher Simon & Schuster.  

“The good news is we’ve seen significant interest in both assets,” Bakish continued. “And while we’re not doing anything at the moment, we do look forward to proceeding with those sale processes as market conditions allow.” 

Viacom’s board of directors moved to slash its quarterly dividend on Wednesday, adding that interim CEO Tom Dooley has opted to leave the troubled media company.

Viacom has been searching hard for ways to cut costs and the dividend reduction was widely expected by analysts. By cutting the payout in half to 20 cents per share from about 40 cents per share, Viacom saves about $300 million.

Dooley, who has worked for Viacom for more than 30 years, agreed to step up from chief operating officer to interim CEO after executive chairman and CEO Philippe Dauman resigned. Dooley had been a trusted lieutenant of Dauman’s and will remain with Viacom through Nov. 15 to help in the transition. Viacom is in the process of finding a permanent CEO.

“While this was a difficult decision for me, I have great admiration for our new board and I feel that they will be best able to execute on their vision for the company in the hands of a new president and CEO,” Dooley said in a statement. “I am certain that the board will make the most of the company’s extraordinary potential. I want to thank Sumner, Shari and the members of the board for the opportunities they have provided me. I look forward to working with them to deliver Viacom into the hands of new leadership in excellent shape and poised for a remarkable future.”

In addition to the dividend reduction, Viacom said it would also tap the debt markets to improve liquidity and financial flexibility.

“The board believes Viacom has a product strategy that is among the best in the industry. The steps we are taking will make the company financially stronger and more flexible and will position Viacom to take advantage of future growth opportunities,” said Viacom chairman Tom May said in a statement. “I am pleased that Tom Dooley has agreed to stay on as Interim president and CEO through November 15 to allow the Board to conduct an orderly succession process.’’

Dooley stepped in as interim CEO in August after a months-long battle between Dauman and former chairman and largest shareholder Sumner Redstone that began after the former CEO tried to sell a minority interest in movie studio Paramount Pictures. That move, since shelved, raise Redstone’s hackles enough to remove Dauman from the trust that would control Redstone’s shares after his death or incapacitation, and resulted in a flurry of lawsuits between the two.

Those suits were settled in August when Dauman agreed to step down, reaping more than $100 million in stock options and severance in the meantime.

“I have been energized by the passion, commitment and ideas put forward by our newly-expanded board and members of Viacom’s senior team, Viacom vice chair Shari Redstone said in a statement. “While there is more work to do, the actions announced today are an important first step towards realizing the value of Viacom’s exceptional assets and positioning the company for the future. I also want to thank Tom Dooley for his service and his willingness to stay on through this transition period.”

Viacom added that it expects adjusted diluted earnings per share for the fiscal fourth quarter will be in the range of 65 cents to 70 cents. This revision accounts for a programming impairment charge of $115 million in its filmed entertainment segment in its fiscal fourth quarter related to the expected performance of an unreleased film; reported earnings per share are expected to be $0.55 to $0.60, primarily reflecting severance expenses incurred as a result of the settlement agreement; and

Viacom will provide additional information regarding its fourth quarter and full-year results and business outlook during its regular quarterly earnings call.

As the date where he will officially become Viacom’s former executive chairman draws near, Philippe Dauman continued to fill his pockets with stock-fueled lucre, selling nearly 750,000 of the programmer’s shares for about $31 million.

This is the third big sale of Viacom stock by Dauman this month. According to SEC documents Dauman sold about 166,000 Viacom shares on Aug. 24 and Aug. 25 for $10.6 million, and shed another 427,000 shares on Aug. 22 and Aug.23 for $17.8 million. With the most recent sales, Dauman has shed Viacom stock worth nearly $60 million in the past few weeks. 

Dauman agreed to step down as Viacom CEO on Aug. 21, after a brutal battle with his former friend, mentor and the company’s controlling shareholder Sumner Redstone. As part of the agreement, Dauman gets to stay as Viacom’s executive chairman until Sept. 13 and will receive a $72 million exit package. Former chief operating officer Tom Dooley was named interim CEO in his place, a role he will fill until Sept. 30, as a permanent replacement is sought. Dooley is in the running for the permanent CEO spot as well.

According to documents filed with the Securities and Exchange Commission, Dauman sold 270,497 shares of Viacom stock on Aug. 26 and 478,784 Aug. 29. At that price, the stock was worth $31 million.

National Amusements, the holding company for media mogul Sumner Redstone controlling stakes in Viacom and CBS, said it would block any sale of a portion of its Paramount Pictures movie studio, claiming it would be bad for shareholders and prevent the sale of Viacom as a whole.

Viacom has been shopping a 49% interest in Paramount for months, and according to reports is close to a  deal with Chinese investor Dalian Wanda Group for $10 billion, significantly higher than most analysts had valued the interest.

Redstone and NAI have been opponents to selling the studio stake ever since it was first revealed and it was the catalyst for a series of lawsuits between the two companies. Viacom is seeking  to have Redstone declared incompetent to block his moves to oust several member of Viacom’s board of directors, including company CEO Philippe Dauman.

In a statement Friday, NAI said that any deal would “undermine rather than advance” the stated goal of increasing shareholder value and would “chill the interest of other parties that may be interested in a larger transaction involving all of Viacom.”

 “Paramount is one of Viacom’s most valuable assets,” NAI continued. “Any short-term benefits that might result from a Paramount transaction would be outweighed by the severe negative impact on Viacom’s future strategic flexibility to best capitalize on this important asset. The complexities of joint-ownership of Paramount would undoubtedly extend far beyond Paramount into other divisions of Viacom and limit its options to take on partners.”

Viacom, in a statement, backed its original plan.

“It is beyond understanding that ‘National Amusements’ would continue in its attempts to interfere with a potential transaction that would create a unique opportunity to drive long term value for both Paramount and Viacom, without even waiting for the facts,” Viacom said in a statement. “We will continue to pursue the best outcome for all of Viacom’s shareholders.”

Sumner Redstone took his battle with Viacom executive chairman and CEO Philippe Dauman to a new level Thursday, ousting five members of the programmer's board of directors -- including Dauman -- and setting the stage for what could be a major shakeup of company management.

Redstone and Dauman have been at loggerheads since late May, when Viacom's largest shareholder ousted his former lieutenant from the trust that would manage his controlling interest in the programmer upon his death or incapacitation. What followed was a series of lawsuits and accusations that culminated in the most recent action. With Dauman off the board -- as well as George Abrams, Blythe McGarvie, Frederic Salerno and William Schwartz, all thought to be loyal to the CEO -- Redstone has free reign to make sweeping changes.

Investors seemed happy with the latest chapter in the saga -- Viacom's stock was up more than 6% ($2.89 per share) to $45.90 each shortly after the announcement. 

Curiously, Dauman confidant and Viacom chief operating officer Tom Dooley keeps his seat. The new Viacom board members include former Discovery Communications president and CEO Judith McHale, Buzzfeed chairman and former Huffington Post chairman Kenneth Lerer; Eversource Energy chairman Thomas May; Avis Budget Group executive chairman Ronald Nelson and former Sony Entertainment president Nicole Seligman.

The five new board members join Redstone, his daughter Shari, Dooley, Cristiana Sorrell, Deborah Norville, and Charles Phillips.

National Amusements (NAI), the vehicle that houses Redstone's Viacom stock, said in a statement that the new directors have “deep experience in corporate governance of public companies and will provide valuable expertise to Viacom in the areas of media, entertainment and technology. None of the new directors is affiliated with National Amusements, Viacom or any Redstone family trust.”

Because of past lawsuits filed by Dauman and Abrams questioning Sumner Redstone’s mental capacity, NAI has filed papers in the Delaware Court of Chancery to affirm the validity of the changes.

The moves could lead to the removal of Dauman as executive chairman and CEO of Viacom. Last night former CEO Tom Freston told CNBC that Dauman should be removed after a series of serious errors. Other analysts have said that investors have lost confidence in the CEO, and that executives like DreamWorks Animation founder Jeffrey Katzenberg, former Disney chief operating officer Tom Staggs and 21st Century Fox vice chairman Chase Carey could be possible candidates for his replacement.

In a statement, Salerno called the moves a "brazen and demonstrably invalid attempt" by Shari Redstone to gain control of the company. He said the boaed was also filing suit in Delaware Chancery Court seeking to find the moves invalid and reinstate the current board members. 

“Mr. Redstone established and maintained for decades a clear estate plan for the governance of Viacom upon his death or incapacity – based on independent control and professional management of Viacom going forward," Salerno said in his statement. "He said repeatedly that the Board will be responsible for making decisions about governance, leadership and succession, and he hand-selected a group of trusted advisors and independent directors to fulfill this role. Sadly, it is now clear that Mr. Redstone is being manipulated and used by his daughter in an attempt to accomplish her long-held goal of gaining complete control of Viacom.”

While Viacom executive chairman and CEO Philippe Dauman and his former friend and mentor Sumner Redstone engage in what has become a media-business version of the fish-slapping dance,  BTIG media analyst Rich Greenfield  believes Viacom board members should brace themselves for a more modern TV classic, the Red Wedding.

In a blog post Tuesday, Greenfield wrote that despite the trading of lawsuits and claims of incompetency and undue influence, the whole depressing mess only has one logical outcome – the removal and replacement of Viacom’s current board of directors and the ouster of Dauman.

Key to that premise is the make-up of the seven-member Sumner M. Redstone Trust, the vehicle that will control Redstone’s 80% voting control of Viacom and CBS in the event of his death or incapacitation. According to Greenfield, three members are likely to be loyal to Redstone’s daughter Shari Redstone – her mother Phyllis, her mother’s divorce attorney Leonard Lewin and David Andelman, who until recently was the sole wild card in terms of loyalty. Andelman, a long-time Viacom board member, signed off on the document that removed Dauman and Viacom board member George Abrams from the trust, which started the whole dustup to begin with.

With those three trustees at her side, Shari Redstone would win every board decision by a minimum 4-3 vote, regardless of the outcome of the recent lawsuits.

“Given that the SMR Trust controls National Amusements, which controls CBS and Viacom, even if a court undoes everything that has recently happened, the SMR Trust will simply redo it all after the SMR Trust takes control of decision-making for Mr. Redstone,” Greenfield wrote. “Dauman is simply delaying the inevitable and [wreaking] havoc on Viacom’s day-to-day operations.”

The Red Wedding angle comes in the event that National Amusements, which holds Redstone’s interests in CBS and Viacom, with the backing of the SMR Trust removes all nine non-Redstone members of the Viacom board and kicks out Dauman and his top management, a move Greenfield believes is a matter of “when, not if.”

The analyst wonders aloud that given the hopelessness of the situation, why Dauman is even trying to postpone the inevitable, adding that the Viacom CEO has a history of engaging in battles he can’t win.

“Maybe we should just chalk this us to irrational decision-making,” Greenfield wrote, adding that perhaps Dauman believes he and George Abrams, once reinstated to the Trust, can then persuade Lewin and Andelman to their sides.

Whatever the reason, Dauman’s days may be numbered no matter what. While he may truly believe that he can turn around Viacom, investors have driven the stock up by almost 20% since the battle with Redstone began in late May, which appears to show their preference for an outcome. And while Greenfield sees the endgame as a bloody, relentless assault, I think of it as more like the aforementioned Monty Python sketch. In that classic, the ultimate winner is the one who has the biggest fish.  

Sumner Redstone was no shrinking violet during the long awaited trial that will determine if he is mentally competent enough to manage his own health, offering sometimes combative answers in his video testimony to the court, according to reports.

Redstone kicked off the trial in Los Angeles that will determine if his former companion and caregiver Manuela Herzer was right when she said the media mogul was a “ghost” who was unaware of his surroundings when he kicked her out of his home last year. Herzer, who also was stripped of her title as Redstone’s health care agent, appears to have a tough row to hoe.

Redstone’s mental state could have sweeping implications concerning his two biggest media holdings – Viacom and CBS. While he gave up the title of executive chairman at both companies, he remains its largest shareholder. Finding him incompetent could wrest control from his hands and set off a chain of events that could alter the course of both companies.

According to Reuters, Redstone appeared well aware of his situation in video testimony presented to the court, saying that Herzer had lied to and stolen from him. As a result, Superior Court Judge David Cowan said Redstone’s testimony was “strong evidence” that Redstone was aware of what he had done when he removed Herzer from his life.

“Your burden now is a hard one,” Cowan told Herzer’s attorneys, according to Reuters.

According to Reuters, Redstone had to be asked some questions more than once and an interpreter was on hand to translate some of his answers. But according to the wire service, he made his intentions known.

“I want Manuela out of my life,” Redstone said, according to Reuters.

The trial is expected to continue for the next several days.   

CBS chairman and CEO Les Moonves received total compensation of $56.8 million in 2015, a 1% reduction from the $57.2 million he got in the prior year, while the company’s largest shareholder, Sumner Redstone, saw his haul plunge 83% to $1.8 million, according to a proxy filing with the Securities and Exchange Commission Friday.

According to the document, Moonves received a base salary of $3.5 million, a $19 million bonus (down from $25 million in 2014) and stock awards valued at $25.5 million (up from $14.5 million in 2014). Moonves’ option awards fell to $7.2 million from $10 million in 2014. His pension value also dipped in 2015 to $421,021 from $2.8 million in 2014.

Redstone, in poor health and the focus of a nasty court battle concerning his overall mental competency, took the biggest hit, logging overall compensation of $1.8 million for the year, down from the $10.8 million he received in 2014. In 2013, Redstone received $57.2 million in total comp.

Redstone received the same base salary in 2015 of $1.75 million, but he received no bonus, stock awards and option awards. The 92-year-old media mogul, who relinquished his executive chairman title in February, still controls 80% of CBS’ and Viacom’s voting stock.

CBS chief operating officer Joe Ianniello also took a slight reduction in pay (2%), receiving $26.4 million in total compensation compared to $27.03 in 2014. Senior executive vice president, chief administrative officer and chief human resources officer Anthony Ambrosio received $4.1 million in total compensation in 2015, down 9% from the $4.5 million he received in the prior year, while senior executive vice president and chief legal officer Lawrence Tu took home $7.5 million in total  compensation, down 34% from the $11.3 million he received in 2014.    

Sumner Redstone may have his day in court after all.

Talks between the former Viacom chairman’s lawyers and attorneys for his ex-companion Manuela Herzer have broken down, according to The Los Angeles Times. The breakdown could lead the parties into court to determine the media mogul’s mental competency.

The Redstone camp has been trying to avoid going to court, and as early as last week were said to have hammered out the basic framework of a settlement ahead of the scheduled May 6 trial date. But according to the Times, leaks of certain details of that settlement – including a proposed $25 million to $30 million cash payment to Herzer – have stalled talks.

“We have hit a snag,” Herzer’s attorney Pierce O’Donnell told the paper. “We will see what happens.”

The settlement deal would have avoided what could be a messy and embarrassing trial for Viacom’s largest shareholder. Herzer filed her suit in November, claiming the media mogul was a “living ghost” and had little awareness of his surroundings.

Redstone has relinquished his chairman titles at both CBS and Viacom, but still controls 80% of the companies’ votes.  

Los Angeles Superior Court Judge David Cowan has denied a motion by Viacom chairman emeritus Sumner Redstone’s attorneys to dismiss a  lawsuit by his former girlfriend questioning his competency, scheduling a trial to decide the matter a little more than two months away.

The decision by Judge Cowan to allow the suit to go forward is a victory for Redstone’s former companion and caregiver Manuela Herzer, who first shone a spotlight on the 92-year-old Redstone’s deteriorating health in November. In that suit Herzer claimed Redstone was unaware of his surroundings and could no longer make health care decisions for herself. Herzer objected to being removed as Redstone’s health care agent – a role picked up by Viacom CEO Philippe Dauman and claimed that Redstone had become “a living ghost.”

While Viacom and Dauman have claimed Redstone is alert and aware – although a series of strokes have diminished his ability to communicate – Redstone stepped down as executive chairman of both Viacom and CBS in February, giving those roles to CBS chief Les Moonves and Viacom’s Dauman, respectively.

In his ruling, Cowan cited a 37-page report from Dr. Stephen Read, who Herzer hired, that depicts the former executive as lacking the capacity to make personal health care and financial decisions.

According to the Los Angeles Times, Cowan wrote the Read report provided enough details to “raise a reasonable question about whether Redstone lacks capacity.” He set a court date for May 6 on the matter.

In sharp contrast to its corporate cousin Viacom, CBS reported a 6% rise in revenue to a record $3.9 billion during the fourth quarter, while advertising revenue inched up 1%.

In a statement, CBS said the growth was driven by a 16% increase in content licensing and distribution revenues, reflecting higher international television licensing sales. Affiliate and subscription fees grew 13%, driven by continued increases in retransmission consent revenue and fees from network affiliated stations. The slight uptick in ad revenue was led by an 8% rise in network advertising, partially offset by the benefit to local broadcasting in 2014 from political revenues.

The announcement comes days after former corporate partner Viacom reported disappointing fiscal Q1 results and more than a week after Viacom and CBS executive chairman Sumner Redstone stepped down from both of those positions, naming CBS CEO Les Moonves chairman of CBS and Viacom CEO Philippe Dauman executive chairman of the cable programmer.

“We had a terrific fourth quarter, and CBS is now in position to build strong momentum throughout 2016,” Moonves said in a statement. “Our base businesses are growing well, thanks to the strength of our premium content and the continued improvement in the advertising marketplace. In addition, with Super Bowl 50 here in the first quarter and political spending ramping up into the fourth, we expect 2016 will be a very good year for advertising. At the same time, our other high-margin revenue streams continue to thrive.”

Moonves added that retrans fees are expected to reach $1 billion in 2016, a year earlier than first anticipated, and are on track to double to $2 billion by 2020.

He added that streaming services CBS All Access, CBSN, and Showtime over the top are attracting young viewers.

“So no matter how quickly the digital world changes — and no matter how viewers want their content — CBS is positioned to succeed,” Moonves added in the statement.

Viacom executive chairman and CEO Philippe Dauman, taking more than his fair share of criticism over the past several months, finally had enough, lashing out against what he called the naysayers and publicity seekers who doubt the company’s future and his leadership on a conference call with analysts to discuss fiscal Q1 results.

“In conclusion, I want to address the speculation about Viacom and our future. Our outlook and the facts have been distorted and obscured by the naysayers, self-interested critics and publicity seekers,” Dauman said on the call. “We will not be distracted or deterred as we build for the bright future ahead of us. As executive chairman and CEO I will continue to work tirelessly to secure that future and will leave no stone unturned, either tactically or strategically. Sumner and I have a more than thirty year history side-by-side building his media empire. He and the board of Viacom believing in my abilities and my character have entrusted me with weighty responsibilities. None of which are inconsistent or incompatible. My singular objective is to protect and build value for all of Viacom's shareholders and in doing so for all the beneficiaries of Sumner's trust who not only include the descendants of his daughter but also those of her brother. Finally, let me be absolutely clear, I could not be more focused on getting Viacom stock price back to the much higher level it enjoyed under my leadership just a short time ago. No one should doubt my resolve or the resolve of our entire management team to make that happen.”

Viacom’s stock was down 45% in 2015 and Dauman is right in that the shares have traded as high as nearly $90 each in 2014, well into his tenure. But in some respects that makes the decline of the stock in the past two years even harder to swallow – at $35.50 per share in afternoon trading Tuesday, Viacom stock is more than $50 per share (about 60%) below its $88.48 per share close on Feb. 14, 2014. While other stocks in the programming sector have taken big hits, none have been the size of Viacom’s.  In fairness, a lot of that could also be due to Viacom’s target audience – almost exclusively kids, teens and young adults – who have a greater tendency to watch content on multiple platforms.

In the meantime, Dauman has faced harsh criticism as Viacom stock has faltered, its ratings and viewership have continued to erode and as questions concerning succession after founder Sumner Redstone dies continue to weigh on the company.

Redstone passed his executive chairman title to Dauman last week  – he has done the same with CBS CEO Les Moonves for his other media holding, CBS– a move that was endorsed almost unanimously by Viacom’s board of directors. The lone dissenter – board member, vice chair and Redstone’s daughter Shari Redstone – had released a statement prior to his appointment that she hoped the board would select a chairman without ties to the family. When Dauman, a longtime friend and associate of Sumner Redstone (and his current healthcare agent) was selected, Shari said through a spokesperson that she would continue to advocate for the best interest of shareholders.

From the looks of Dauman’s statements today, that won’t be a one-sided fight.  

Viacom shares were down more than 21% Tuesday after disappointing fiscal first quarter results only seemed to exacerbate what has been a trying time for the programmer.

Viacom’s domestic ad revenue dipped 4% in the fiscal first quarter, the latest in a long line of declines which apparently spooked investors enough to ignore an announced advertising venture with Snapchat and an extension to its carriage negotiations with Dish Network.

Viacom shares were down as much as 22% ($9.34 each) to $32.51 in early trading Tuesday, closing  at $32.86 each, down 21.5% ($8.99 per share).

Viacom has been under pressure for more than a year on stiff ratings decline as its largely millennial and younger subscriber base has shifted their viewing habits to online and over-the-top video. Turmoil surrounding succession issues with founder and largest shareholder Sumner Redstone, who passed the executive chairman title to CEO Philippe Dauman last week, also have weighed on the stock.

Viacom investors started off the day full of hope, driving the company’s share price as high as $47.47 each (up 6.3%) in early trading, in anticipation of a shakeup in the wake of executive chairman Sumner Redstone’s decision to relinquish that role at CBS. With a statement issued by board member and Redstone daughter Shari Redstone issued the night before stating that she would prefer a new company chairman had no ties to the family, optimism was high that new blood would be pumped into a company that seems to sorely need a transfusion.

And then came 11:00 a.m.

Viacom announced at 11:01 a.m. Thursday that CEO Philippe Dauman had been named to the additional role of executive chairman, squashing any hope that big changes were in store and sending the stock closer to its opening level. At 11:01 a.m., according to Yahoo Finance, Viacom shares dipped to $46.27 each and 45 minutes later they were at their nadir for the day, $44.32 per share. The stock rallied later in the day to close at $45.34, up 67 cents each or 1.5%.    

Some analysts expected a big announcement – in a report before the market opened Thursday, UBS media analyst Doug Mitchelson, citing Shari Redstone’s statement of the night before, wrote that it was highly unlikely that she would support Dauman, who is a trustee of the Redstone Trust and a close confidant of her father.

“In our view, Viacom is trading well below its fair value and we believe investors would look favorably on any outcome that would be a step in the direction of greater strategic flexibility for the company, and Mr. Redstone resigning his Chairman position, if press reports are accurate, would clearly be one of those steps,” Mitchelson wrote before the announcement. “Mr. Redstone's controlling voting stake in the company will still hold back any radical strategic shifts, like an outright sale of the company, but a new Chairman could push for more modest shifts that do not require a shareholder vote such as selling Paramount/EPIX.”

He was partially right. Shari Redstone, in a statement after the vote was made public, said that she would “continue to advocate for what she believes to be in the best interests of Viacom shareholders.”

While there were some hopes that a shift was in store, in reality, there wasn’t much chance of anything dramatic happening.

“There wasn’t an obvious choice,” said one analyst who asked not to be named, adding that given Viacom’s precarious situation it would have been difficult to tap an executive from outside of the company. And most of the insiders have either a relationship with Dauman, which would make taking the chairman role a bit awkward, or with Redstone.

But in the long run, with Dauman still CEO, it really doesn’t matter who is chairman. Redstone didn’t have any real input at the company as he deals with health issues.   Dauman, who has made several changes at the company and has pumped more resources into original programming, still struggles with low ratings, declining ad revenue and the threat of lost subscribers through cord-cutting, skinny bundles and over-the-top services.

But the decision for Sumner Redstone to step down, especially as his health has declined and on the eve of a court-ordered competency test, could point to a shift for the company.     

“The news highlights that we’re probably closer to the day where Redstone’s family trust will control the company rather than Redstone himself,” wrote Pivotal Research Group senior research analyst advertising Brian Wieser in an e-mail message. “As it also seems likelier that Shari Redstone is not interested in building her own empire with Viacom and CBS, that suggests that when the trust is in control it will be focused on purely financial goals rather than sentimental ones."

The spotlight on Sumner Redstone’s failing health and grip on his media empire intensified over the weekend as a Wall Street Journal report suggested that the Viacom and CBS chairman’s daughter, Shari, passed on a $1 billion offer for her interest in her father’s media companies.

According to the Journal, last year Sumner Redstone offered Shari $1 billion for her 20% interest in National Amusements, the company that holds the family’s 80% voting interest in both Viacom and CBS. The Journal said that Shari would have had to relinquish her right to become chairman of Viacom and CBS after her father’s death and her ability to contest some sizeable gifts he would have bequeathed to two companions, former girlfriend Sydney Holland and former girlfriend turned caregiver Manuela Herzer. (The Journal said the two now stand to receive substantially smaller awards after Redstone’s death.) Herzer is suing Redstone’s estate to be reinstated as his primary health care agent, a role that has since been assumed by long-time friend and Viacom CEO Philippe Dauman. A hearing on that matter was scheduled for today.

Redstone has said that after his death, his national Amusement interests would be placed in a trust controlled by seven trustees, including Shari,  Dauman and others. Redstone has had a rocky relationship with his daughter over the years, but according to the report has been on better terms with her father of late, visiting him frequently.  

As his reported ailing health and continued questions surrounding his succession plans for Viacom continue to mount, Viacom chairman Sumner Redstone issued a statement Wednesday confirming plans to put his controlling interest in the media giant into a separate trust after he dies.

The 92-year-old mogul has been said to be in failing health for months. Reports in the NY Times and The Wall Street Journal Wednesday reiterated the health concerns, with the Journal claiming that after a series of small strokes, Redstone’s ability to run the company may be declining. The chairman, usually a regular presence during earnings conference calls and annual meetings has sat the last few of those events out.

The Journal added that Viacom has stressed that Redstone remains active in the business and regularly meets with executives. But the strokes have limited his ability to talk. 

It had been believed that Redstone had created a trust that would be managed by seven independent individuals – including his daughter, National Amusements president and Viacom board member Shari Redstone and Viacom CEO Philippe Dauman. In a statement, Redstone confirmed those plans.

“As I have said clearly in the past, the transfer of what I created -- my controlling interest in Viacom and CBS -- to an independent trust that I set up decades ago will ensure that the assets will be professionally managed for the benefit of all shareholders. Recent speculation about personal agendas has only confirmed for me the wisdom of my decision,” Redstone said in a statement.

Viacom has been hit hard as ratings have declined, the ad market has cratered and more and more viewers are migrating to over-the-top and online video services. Because its networks skew the youngest –including Nickelodeon, MTV and Comedy Central, Viacom has suffered the brunt of criticism. In the past 12 months, its stock has declined about 37%.

Dauman has weathered his share of criticism as well, and the Journal story said some board members have pushed for his ouster. In the statement, Redstone continued to back the CEO, a long-time friend and confidant.

“Philippe is my long-time friend and partner,” Redstone said in the statement. “He continues to have my unequivocal support and trust, which he has earned over our many years together. He is out in front navigating an unprecedented level of change in the industry and he has articulated for me, for the Viacom board and for his management team, a smart, innovative and sustainable path to success. We are both long-term thinkers and I am more confident than ever that he is on the right track.”

A dramatic decline in the value of his pension forced an 82.5% decline in CBS non-executive chairman Sumner Redstone’s 2014 compensation, while a big dip in the value of his stock awards took a bite out of CEO Les Moonves’ total pay for the year, according to a proxy statement filed Friday.

Redstone took home $10.8 million in total compensation for the year, 82.5% less than the $57.2 million he was awarded in 2013. The difference was a dramatic decline in the change in his pension value – from $45.4 million in 2013 to $21,078 in 2014. 

Moonves’s 2014 total comp dipped 14.5% to $57.2 million from $66.9 million in 2013, largel because of a drop in the value of stock awards -- $14.5 million in 2014 vs. 26.5 million in 2013 – and a decline in his annual bonus from $28.5 million in 2013 to $25 million in 2014.

Other executives saw their total compensation rise for the year – chief operating officer Joseph Ianiello received $27.03 million (up 10% from the prior year), while senior executive vice president, chief administrative officer and chief human resources officer Anthony Ambrosio received a 10% bump in pay from $4.05 million to $4.46 million.

Viacom has extended CEO Philippe Dauman’s employment contract another two years, through Dec. 31, 2018. Dauman’s existing deal was scheduled to expire in 2016.

The move is not unexpected. Dauman was named CEO in 2006 after a period of turmoil at the top ranks when former CEO Tom Freston was let go.  Dauman has been a long-time adviser and confidant of Viacom’s executive chairman and founder Sumner Redstone, helping the former movie theater magnate acquire the company in 1987.

“Philippe has been my long-term partner in building Viacom into the global entertainment powerhouse that it is today,” Redstone said in a statement. “He has been an extraordinary CEO over more than eight years and his strategic vision and creative leadership have delivered consistently outstanding operational and financial results. I am delighted that Philippe has agreed to lead Viacom well into the future.”

Under the terms of the new agreement, Dauman’s base salary will remain unchanged and he will continue to be eligible for performance-based compensation and equity awards.

Dauman is one of the highest paid media executives in the country – he received $37.2 million in total compensation in fiscal 2013.  

“Under Philippe’s capable leadership, Viacom has excelled during a time of great change,” said chair of the compensation committee of Viacom’s board of directors Fredric Salerno in a statement. “He is an outstanding strategic and operational executive, and we are confident that he will continue to lead Viacom to new levels of success in the years to come.”