DANIEL FRANKEL: Well David, happy Father's Day weekend. We've come to the end of a somewhat slow early summer week in TMT. But there was some action: Shari Redstone pulled the plug on David Ellison, NBCUniversal (somewhat out of nowhere) decided to order an ambitious new scripted series for one of its linear cable networks, and Jerry West (the true "GOAT" of the $76 billion NBA) passed on at 86, and Charles Barkley announced his retirement, effective upon when TNT's Inside the NBA likely ends its run next year. Oh, and Netflix wrote a big check to Shawn Ryan, and it also deftfly moved in on competitive eating after the Nathan’s hot dog people dumbly decided to disqualify Joey Chestnut. As brilliant Pavement lyricist Steve Malkmus once wrote and sang, "So many fortresses and ways to attack." 

DAVID BLOOM: Let's take a moment to honor The Logo, as West was nicknamed when an outline of him dribbling a ball became what’s still the league’s actual logo. Given West's central roles as Hall of Fame player, coach and general manager who helped the Lakers to 19 NBA Finals trips and seven rings, his presence on the logo is a nice metaphor.

He truly helped shape the modern league over many decades, paving the way for that insanely lucrative TV deal. It's worth remembering that when West was playing (1960 to 1974), the NBA Finals weren’t even televised live. As the Sports Business Journal put it, for the league's first 35 years, even finals television coverage was “choppy.” West's passing also reminds me of the rollicking, unfortunately canceled-too-soon HBO/Max series Winning Time: The Rise of the Laker Dynasty. 

Also read: HBO’s ‘Winning Time,’ Perhaps the One and Only Show to Watch on Max Right Now, Canceled After 2 Seasons

West wasn't happy about his intense, self-lacerating (and terrific) portrayal by Australian(!) actor Jason Clarke. But the series felt true to what we knew about West and all the era's many complicated Lakers personalities, including at least some of their warts. It was great fun to watch, and a welcome contrast to all those superstar-approved "documentaries" festooning the streaming services these days. 

FRANKEL: The Jerry West passing was notable in many ways. I argued this week -- with admittedly not enough elbow grease -- that West was the true "GOAT" of a league that just sold its TV rights for $76 billion. 

Also read: Jerry West, the True ‘GOAT’ of the Modern $76 Billion NBA, Dies at 86

He was arguably a top 10 player of all time, a 14-time All-Star who led the Lakers to the NBA Finals nine times. And he is considered the second-greatest player personnel executive ever, only surpassed by Red Auerbach, who West both despised and greatly respected. Everybody knows he was a complicated dude, but there are a lot of folks who knew him well who take issue with the Winning Time portrayal of him. I actually like Jason Clarke's work — he stood out in Zero Dark Thirty, and that wasn't easy to do, given the level of that cast.  

But as NBA writer David Alridge noted about West in The Athletic this week, “The portrayal of him in the HBO miniseries Winning Time was an ugly caricature of his manic intensity, one that made his friends and colleagues justifiably angry. He wasn’t someone who foamed at the mouth and spent his days trashing the offices at The Forum in some blinding rage. He didn’t big-time people.” 

Also read: HBO Says ‘Winning Time’ Hatchet Job on Jerry West Was Based on ‘Extensive Factual Research’

Jeanie Buss, the daughter of late Lakers owner Jerry Buss who serves as part owner and team president, claims she had nothing to do with the production of the HBO series. But it is such a love letter to her and her late father. It's notable that there was a palpable estrangement between West and Lakers management at the time of his passing. L.A. Times columnist Bill Plaschke even wrote (again) about it this week in a column headlined, “Lakers legend Jerry West's final legacy sadly includes estrangement from Lakers.”

While the Los Angeles Clippers, the team West last worked for, amply memorialized the legend Wednesday morning, Jeanie Buss didn't release her own statement on Instagram until the afternoon. “Today is a difficult day for all Laker fans,” she wrote. “I know that if my father were here, he would say that Jerry West was at the heart of all that made the Lakers great. He was an icon to all — but he was also a hero to our family. We all send our sympathies to Karen and the West family.” 

Responded Plaschke: “Again, it was nice, but compared to past Lakers tributes for fallen stars such as Elgin Baylor and Tex Winter, the team’s response was underwhelming for a man who deserved so much more.” Back to more relevant business trade topics, did you happen to read The Ankler's argument that Paramount — and maybe all of debt-ridden Hollywood — should be bailed out by Joe Biden? Just what this man needs in a life-or-death election struggle: To be seen as the radical socialist who bailed out Hollywood. 

BLOOM: As for Shari Redstone finally saying no to the David Ellison/Redbird buyout pitch, I was not surprised. It was a Rube Goldberg-esque proposal, a wildly complicated process forced by Paramount’s fundamentally horrible governance structure, that was batted around for many, many months, with repeated tweaks to its terms that still proved inadequate to Redstone’s needs. That long back and forth says plenty about the questions surrounding the deal. 

Ellison promised to keep the Redstone empire sort-of intact, buy out some of other shareholders’ stock at a premium, pay down debt, and keep the company public while creating vast alleged  profits and growing margins. 

That vision always seemed, ahem, unduly optimistic. Getting to yes was further handicapped by Redstone’s increasing fears that her big payday would set off a blizzard of shareholder lawsuits from everyone else holding stock. Occam’s razor holds that the most straightforward answer is most likely the correct one. Ellison's proposal was absolutely not the most straightforward answer. 

So now what? A couple of new-ish buyers supposedly want to buy out Redstone's National Amusements, but that still leaves Paramount with a three-headed leadership, $14 billion in debt, and plans to put spending-sinkhole Paramount Plus in a joint venture with … someone. The clock is ticking on debt payments, adding urgency. National Amusements has its own spending hole, and no longer can count on Paramount dividends to cover its expenses. Sony and Apollo are still hanging around, reportedly, with their Occam-forward $26 billion plan. Maybe Warner Bros. Discovery steps in for CBS and the broadcast stations? Paramount shares, meanwhile, dropped 16% this week. 

FRANKEL: What about that crazy idea of nationalizing Paramount?

BLOOM: The Ankler piece quite amused me, given how completely unmoored it is from political reality. It’s laughable to compare bailing out bankrupt auto companies (with many thousands of swing-state workers) to political prospects for a bill sending cash to poorly managed but cash-generating California media companies. These are the media clowns who happily dove into oceans of debt to fund misguided mergers and misunderstood new distribution models. Beyond that, studios don’t even provide the bulk of Hollywood jobs. So who would you bail out? Paramount, with Shari’s incredible shrinking family fortune? Warner Bros. Discovery, with David “Cash Flow” Zaslav’s $50 million paycheck? YouTube is the most-watched streaming service. Should Congress bail out those 17-year-old YouTube creators making videos in their mom’s back bedroom? Probably not. 

By the way, Hub Entertainment Research put out a study this week showing that users rate their five “must-have” subscription services as Spotify and four YouTube-related offerings, including Premium, YouTube TV and YouTube Music. Not even Netflix made the list, never mind those unloved Hollywood studios. Yet another suggestion that YouTube is eating Hollywood alive. Time to get out your ring light. Two behind-the-scenes workers complained to me at a party that California should increase its film tax credits. The state calculates the program has generated more than $6 billion in economic impact since 2020. I find such impact projections dubious, but regardless, the credits certainly help producers at the margins. More tax credits still won’t make the studios commission more shows. They’re cutting back post-Peak TV with a performative penury to persuade Wall Street they’re good financial stewards rather than glad-handing hacks with 30-room Bel Air mansions. 

Business models are changing dramatically, and some are being hit hard. I should know how badly that can go; I’ve worked in journalism for four decades, writing about technology while my industry pretty much ignored what tech was doing to its business model. This past week, the Washington Post canned Executive Editor Sally Buzbee, whose editorship stacked up a batch of Pulitzers, but also sent readership down a shocking 50%, incurring $77 million in losses last year. Should we bail out Post owner Jeff Bezos too? How ever will he afford another $500 million yacht? 

FRANKEL: The same week, Hub put out another study suggesting the bundle consumers really want has home broadband, mobile, Netflix and a movie service. Toss in a music streaming service at No. 5. 

BLOOM: These little brain bombs from Hub, Antenna and a couple of other research firms are always intriguing, especially because I actually understand their methodology compared to some of their high-flying competitors. This BYOBundle accords with what I generally think of as “the basics of modern connected life.”  It also helps explain the potential power of Apple’s mega-bundle, Apple One, in the imminent era of "Apple Intelligence.” The company unveiled its version of deeply integrated artificial intelligence at this week’s World Wide Developers Conference, promptly swelling its market capitalization by an astonishing $300 billion, or roughly the equivalent of three Boeings. As with some other big Apple announcements, Apple Intelligence felt both game-changing and forehead-smackingly inevitable. Apple’s approach keeps everyday AI inquiries on your device with all your deep personal information and details,  sends more complicated questions to its own secure servers that don’t keep any of your data, and allows you to tap OpenAI (and eventually other third-party providers) if it’s a really complex or global prompt. OpenAI won’t get to record your prompts, and isn’t getting paid by Apple or its customers for access to 2.2 billion Apple accounts. 

Those with capable-enough iPhones, iPads and Macs get it all for free. What’s crucial to me is this takes away most of the friction slowing wide-spread consumer adoption: ensuring privacy from a company with an emphatic history of protecting it; integrating AI throughout a wide range of popular programs and basic system functions; and making it free. Plenty of people and enterprises also will want to pay extra for specialized capabilities, but this both gets AI to mass adoption and drives what the analysts love to call a “super cycle” of purchases of new Apple phones and other devices that can run it all. I’ll be interested to see what this will mean for video, audio and writing creation in Apple’s own programs,  as well as how it might improve interfaces and listening/viewing experiences on Apple TVs, TV Plus, Apple Music, Apple News Plus and other media-creation and consumption apps. 

FRANKEL: So Crane Kenney, the business operations chief for the Chicago Cubs, told a local radio station this week that he expects his team's upcoming carriage renewal talks with Comcast for regional sports network Marquee Sports to be “bumpy.” Notably, Marquee is part-owned by Sinclair, which can rightfully be accused of running the RSN biz into the ground. But Sinclair certainly has help. All over America, Comcast seems to have absolutely no faith in this business anymore. Kenney summed it up nicely. 

BLOOM: It’s easy to beat up on Sinclair (and I know you have), but their biggest sin was probably terrible timing. They bought the former Fox RSNs from Disney for too much money in August 2019. 

Also read: Everything You Need To Know About the Bally Sports Bankruptcy

Seven months later, the pandemic shut down live sports. Worse, cord-cutting killed the business model. WBD literally walked away from its RSNs. The now-dead Pac-12 Network always struggled for carriage. Other independent sports services have limped along, too. The only semi-thriving RSNs seem to have two kinds of owners: the local cable provider, and a superstar team like the Dodgers or Lakers. It is surprising that the Cubs, another nationally popular franchise, expect renewal headaches from Comcast. Sinclair/Bally's may have burned (a lot of) bridges, but the real challenge is creating a local sports-TV service for our new era. I'd watch closely what happens with the Yankees YES network, where Amazon has a stake and distributes a small number of games in the region. 

FRANKEL: Shortly before Sinclair’s RSN management subsidiary, Diamond Sports, Group filed for bankruptcy, I read Baseball Prospectus author Daniel Epstein's uber-insightful posting headlined “Sinclair Prioritizing Buybacks Over Baseball Hurts Fans the Most.” Wrote Epstein: “Just like the death of Toys ‘R’ Us was blamed on Amazon and the Internet marketplace, RSNs going bankrupt will be tied to cord-cutting and the decline in cable subscriptions. In fact, that yarn is already being spun. ... One would think the company would have been setting money aside to meet its financial obligations, just like we were taught in kindergarten. Instead, Sinclair spent $120 million on stock buybacks in 2022, and they’re authorized for another $704 million in future buybacks.” Epstein cited Sinclair CEO Chris Ripley's 2021 compensation, which totaled $15.5 million. 

BLOOM: Maybe Mr. Beast, the top YouTube influencer with 279 million subscribers, can step in. Puck and Business Insider quoted court papers that show the 26-year-old Jimmy Donaldson expects to gross $700 million in revenue this year, up from 2023's $223 million. His side business ventures include MrBeast Burger, the Feastables chocolate and snack brand, a philanthropic organization, and (those guys again), a reality competition on Amazon. Donaldson makes money from licensing, syndication, sponsorships, an international dubbing studio, and an analytics platform. He has multiple YouTube channels, including French-, Spanish-, Russian- and Arabic-language ones. Maybe Paramount should go Beast Mode. Donaldson certainly seems to know more about running a successful set of interconnected businesses in this media era. 

FRANKEL: What do you make of Charles Barkley's retirement proclamation? I can't say I'm buying it. He's only 61. Given his expressed loyalty to TNT's Inside the NBA crew, it feels more like a negotiating position versus the NBA to me. Did David Zaslav talk him into some kind of alliance? This rather incendiary May 23 appearance on Dan Patrick’s podcast several weeks ago revealed a fairly close, emotional, long-standing relationship with the production crew. 

BLOOM: Kinda doubt Zaslav has walked back the Chuckster in some grand switcheroo, given Barkley’s, ahem, piquant descriptions of WBD leadership talent. For now, I'll take Barkley at his word, though mid-2025 is far away, and lots can happen. Maybe Zaslav jawbones Redstone, or the Cerberus three-heading Paramount, to sell him CBS and its broadcast stations for, say, $10 billion sometime in the next week. Then he goes to the NBA and says, “Hey, we can match Comcast/outmatch Amazon now that we have cable distribution and a broadcast network!” That gives Chuck a job in 2026 among his same old crew and their now adult children. Or, and this is Occam's razor again, WBD poor-mouths its way out of the NBA, and semi-fills the gaping hole in its Venu contributions and cable renewal negotiations by picking up random other sports rights. Barkley heads off to play golf and do commercials. After about 18 months, someone steps up with a hefty package to entice him out of “retirement.” I'm not a betting man, but were I so, that's where I'd lay the money. 

The company statement said that Shari Redstone and National Amusements “have not been able to reach mutually acceptable terms regarding the potential transaction with Skydance Media for the acquisition of a controlling stake in NAI.”

Paramount's publicly held Class B stock closed Tuesday down almost 8% at $11.04 a share. The shares lost another 1.6% in after-hours trading.

The statement said Paramount expected to continue to work with Skydance. 

Skydance is run by David Ellison, son of billionaire Larry Ellison, and produces Tom Cruise’s Top Gun and Mission Impossible films, which are distributed by Paramount.

Skydance had proposed buying Redstone’s controlling stake at a premium. Eventually it put forward a plan to buy some of Paramount’s public shareholders stock as well, but that deal seemed headed for court with a raft of shareholder suits.

In its statement NAI said it now “supports the recently announced strategic plan being executed by Paramount’s Office of the CEO as well as their ongoing work and that of the company’s board of directors to continue to explore opportunities to drive value creation for all Paramount shareholders.”

But other suitors for Paramount have emerged, despite its high debt load, money losing streaming business and a large traditional TV business that is shedding subscribers.

Most recently there have been reports that Edgar Bronfman Jr. and Bain Capital are considering offering $2.5 billion for National Amusements. Sony Pictures and Apollo Global Management were also considering a bid for Paramount.

“It seems Shari Redstone has decided to go with Door #3 in the Monty Hall problem,” said analyst Robert Fishman of MoffettNathanson.

“Ms. Redstone now seems set on either continuing the status quo or divesting herself of just her NAI stake, handing over the reins of her family’s empire to new stewards without delving into any broader or more complicated plan that would involve other media companies or shareholders,” Fishman said.

According to CNBC, Shari Redstone would receive $2 billion for National Amusements, which has 77% of the voting power over Paramount.

The deal also puts some cash in the pockets of other Paramount stockholders, with Skydance paying $15 a share for about half of the outstanding class-B Paramount shares. 

Skydance and private-equity company RedBird Capital will also put $1.5 billion in cash into Paramount, reducing its debt.

According to CNBC, the deal leaves Skydance and RedBird owning two-thirds of Paramount, with class-B shareholders owning the remaining third.

Paramount holds its annual meeting of shareholders on Tuesday.

Redstone has favored a deal with Skydance, run by David Ellison, son of billionaire Oracle founder Larry Ellison.

Other bidders have made offers for Paramount, including Sony Pictures Entertainment, working with Apollo Global Management. 

Shari Redstone, whose family investment company National Amusements owns a controlling voting interest in Paramount, has been pursuing a deal with Skydance Media, which would pay a premium for National Amusements.

The Skydance deal raised opposition among Paramount’s other shareholders and led to the departure of Paramount CEO Bob Bakish.

Paramount stock, which has bounced up and down amid reports of bids for the company, jumped 12% Thursday on news of the new bid from Apollo and Sony.

A Paramount spokesman said the company wasn't commenting.

According to Greenfield, creating and trying to build Paramount Plus into a streaming service that can compete with Netflix and Disney Plus has been a costly strategic mistake.

Because Bakish has continued to double down on streaming, Greenfield sees firing Bakish as the surest way to change that strategy.

Greenfield believes Paramount would be better off as an “arms dealer,” profitably supplying programming to companies competing in the streaming wars.

Also Read: Paramount Global Cuts Streaming Losses, Posts Higher Q4 Profit

The launch of Paramount Plus “left Paramount with a subscale streaming platform, a weakened relationship with its MVPD/vMVPD partners and an over-levered balance sheet as linear TV headwinds grow stiffer,” Greenfield said in a report Monday.

“To make matters worse, it is not even clear what the best course of action is now given the aforementioned strategic missteps that are now hard or impossible to quickly reverse,” Greenfield said.

One of Bakish’s other missteps, as far as Greenfield is concerned, was the decision not to sell Showtime in a deal worth $3 billion.

“After Redstone came up with the idea to sell Showtime, Bakish convinced the Board that keeping the asset was a better idea to financially engineer improved profitability at Paramount Plus and increase the subscriber base of Paramount Plus by giving Paramount Plus to existing Showtime subscribers,” Greenfield noted.

Also Read: Paramount CEO Bob Bakish Lays Out Plan To Raise Earnings, Cut Costs

The $3 billion a sale could have brought in would have helped Paramount Global’s balance sheet. Plus, it would have cleared up an awkward situation with distributors.

“So now there are millions of Showtime subscribers who are getting a streaming service that includes the linear CBS network and a wide array of the content found on Paramount’s linear cable networks, while ALSO paying for that same content as part of their basic cable subscription,” according to Greenfield.

Greenfield said before Viacom was combined with CBS to form Paramount Global, “there is no doubt that Bob Bakish was the right CEO to helm Viacom in 2016.” Greenfield credits Bakish with playing a critical role in improving Viacom’s relationships with distributors and improving internal morale at the company.

Greenfield also endorses Redstone’s decision to combine Viacom with CBS as being prescient in seeing that scale would be important in the media business and consolidation would continue.

But he noted that Viacom was worth $12 billion and CBS was worth $18 billion five years ago. Now the combined company is worth only $7.5 billion.

“Given our belief that Bob Bakish does not agree with our stated strategy and is directly responsible for what is today Paramount Plus, we believe Shari Redstone and National Amusements must terminate Bob Bakish and seek new leadership at Paramount immediately," Greenfield concluded. "It may already be too late to save Paramount, but a new strategic direction is the best hope Redstone and National Amusements have for saving what is left of the company.”

According to a Wall Street Journal report, citing "people familiar with the matter," the New York meeting also involved ViacomCBS CEO Bob Bakish.

An actual meeting will only fuel gestating rumors that Comcast is up to something big.  

Just prior to when that meeting was said to have taken place, WSJ quoted unnamed Comcast sources indicating that the company was considering several bold M&A moves, acquiring Roku and merging with ViacomCBS among them. 

The Information also reported earlier that Comcast and Viacom had been in touch regarding an international collaboration of some kind. Also, WSJ's more credibility challenged corporate sibling, the New York Post, also reported that Redstone and Roberts met at the elite Allen & Co. confab in Sun Valley earlier in July. Although, at that event, it's routine for all the media moguls to talk to one another.  

When they were first reported, analysts were quick to pour cold water on Comcast's alleged machinations--specific to ViacomCBS, they cited a ramp of antitrust regulatory activity by the federal government.

But again, the discussions are said to involve non-U.S. territories, an area in which Comcast--beyond the equities it enjoys with Sky in the UK--could probably use more of. 

ViacomCBS has said that Paramount Plus will be in 45 markets by 2022. But like Comcast, it's far away from achieving the kind of massive global user scale enjoyed by Netflix and Disney, and it will probably need help from another company to get there. The company said in May that it had 35.9 million customers for its subscription streaming services, a grouping that includes Showtime in addition to Paramount Plus. 

“This is not your father’s ViacomCBS and it’s not my father’s either,” she said.

Sumner Redstone, who died last year, was famous for saying that “content is king.”

Today, ViacomCBS “starts and ends with content,” Shari Redstone said. “It’s super clear. We are not confused about what we are, a pure play content company.”

Also Read: ViacomCBS Claims U.S. Streaming Subscribers Climb to 19.2 Million

But while the event was billed as a streaming event, Redstone, who won a bruising battle for control of Viacom and CBS and then combined them, said the company would be in both the streaming business and the linear business.

She noted that some have called on ViacomCBS to be either all in on linear or all in on streaming. “That’s a false choice," she said.

She said the industry was changing at different paces in different places and that the company would let consumers experience their favorite content everywhere and on every platform.

Also Read: Paramount Plus: Everything You Need to Know

Redstone told analysts that while ViacomCBS is considered a value stock, “inside our value company is a powerful engine for growth.”

“We will deliver to our shareholders a while that is more than the sum of our parts,” she said.

Redstone, a graduate of Boston Latin School (the country’s first public school and alma mater of Benjamin Franklin, Samuel Adams, John Hancock and numerous other dignitaries) Harvard University and Harvard Law School and a code breaker during World War II, was the quintessential media mogul. A hard charging, take-no-prisoners executive, Redstone took his father’s small chain of movie theaters (National Amusements Inc.) and built it into one of the biggest entertainment conglomerates in the world, eventually encompassing ground-breaking cable networks (MTV, Nickelodeon, Comedy Central and others), a movie studio (Paramount), publisher Simon and Shuster, the former Blockbuster video store chain and broadcaster CBS. According to The New York Times, at its peak Viacom was worth about $80 billion.

“My father led an extraordinary life that not only shaped entertainment as we know it today, but created an incredible family legacy," Shari Redstone said in a statement. "Through it all, we shared a great love for one another and he was a wonderful father, grandfather and great-grandfather. I am so proud to be his daughter and I will miss him always.”

ViacomCBS CEO Bob Bakish, who spent decades at the company and was named CEO of the combined entity when it merged last year, noted Sumner Redstone's vision, leadership and business savvy. 

“Sumner Redstone was a brilliant visionary, operator and dealmaker, who single-handedly transformed a family-owned drive-in theater company into a global media portfolio,” Bakish said in a statement. “He was a force of nature and fierce competitor, who leaves behind a profound legacy in both business and philanthropy. ViacomCBS will remember Sumner for his unparalleled passion to win, his endless intellectual curiosity, and his complete dedication to the company. We extend our deepest sympathies to the Redstone family today.”

Former Viacom EVP of Communications Carl Folta, who stepped down in 2016 after more than two decades at the company, where he served as Sumner Redstone's chief spokesman, remembered a larger-than-life figure.

"Sumner was an extraordinary man," Folta said in a LinkedIn post. "Brilliant and flawed and larger than life in so many ways, he build a media empire with a clear vision and a fierce determination. It was a privilege and a nearly-never-ending adventure to know and work with him for nearly 30 years. RIP."

Redstone was 64 years old when he decided to enter the big media fray, purchasing Viacom, then a cable operator, from an investment group led by the company’s management. In 1994, he launched a surprising effort for iconic movie studio Paramount, outbidding former studio chief Barry Diller in the process.

Redstone continued to grow Viacom through acquisition, purchasing CBS in 2000 for $39.8 billion, and Black Entertainment Television in 2001 for $3 billion. Through his run, Redstone also famously clashed with his top executives, including his daughter Shari, with whom he had reconciled in recent years. Shari, along with six other trustees, will gain control of his interests in the company, according to reports. 

The elder Redstone has been relatively quiet since Viacom recombined with CBS to form ViacomCBS in 2019 (reversing a split that was initiated in 2005). He had officially been chairman emeritus of both companies since 2016.

In a research note, Wells Fargo Securities media analyst Steven Cahall wrote that while investment bankers will likely view the change in control as an opening for deals. He noted Sumner Redstone had been against the sale of the Paramount studio in the past, but now any offer would be put before the trust, which would have a fiduciary duty to consider it. Cahall also wondered if Shari Redstone would rather carry on her father’s ownership legacy or sell.

“...[W]e'd say most investors believe her legacy might be one of divestiture or exit,” Cahall wrote, adding he didn't have the answers but believes “media sewing circles will be alight with chatter and this is likely to be buoyant to ViacomCBS's [stock] price in the near-term.”

ViacomCBS shares were priced at $26.93 per share in early trading Wednesday, up 1.6% or 42 cents each.

CBS is reportedly readying an offer to finally purchase Viacom in the coming weeks, but key components like a price and who will lead the combined entity are still being worked out, according to a report in the Wall Street Journal. 

CBS’s board of directors met on June 14 to talk about the possibility of a merger, and a formal offer could be made in the next few weeks, the Journal reported. In late May reports said a deal was expected to be reached in mid June. 

CBS and Viacom split in 2006 and attempts have been made to staple the two companies back together twice in the past four years to no avail. But as the entertainment business has continued to fragment, putting the broadcast business back with the Viacom portfolio of cable networks has become more attractive.

Viacom stock has surged in the past few weeks as speculation has heated up about a possible deal. Its shares closed at $29.81 each on June 18, up 1.7%. CBS stock has been less responsive -- it closed at $49.21 per share on June 18, up 0.1% or about 6 cents each.

Viacom CEO Bob Bakish, a favorite of company chair Shari Redstone, has been said to be the frontrunner to take the top spot in the combined company. CBS is currently being led by acting CEO Joe Ianniello, who took over after former chairman and CEO Les Moonves resigned amid a sexual harassment scandal last year, and there is reportedly some debate on how the rest of the management team will flesh out.

Moonves’ departure is effective immediately. Long-time CBS chief executive Joseph Ianniello will replace him as president and acting CEO as the search for a permanent chief begins. Ianniello, who joined CBS in 1997, most recently served as chief operating officer and has long been Moonves’ choice as his replacement.

Moonves was first accused of sexually harassing six women in a New Yorker magazine piece in July, who said the former CBS chief forcibly kissed and touched them on several occasions over a period of decades, and when they rebuffed his advances he threatened to ruin their careers. Moonves admitted in July that he may have, several decades ago, made unwanted advances toward female associates, but denied ever tampering with their careers. While he apologized for the unwanted advances, he noted that he has always “abided by the principle that no means no” and never used his position to derail anyone’s career.

News of Moonves departure came about three hours after the New Yorker published a new piece on Sunday, where six additional women came out to say Moonves had sexually harassed or sexually assaulted them. 

Among the allegations were that Moonves had forced women to perform oral sex on him and that he exposed himself to them without their consent. Moonves denied the allegations, adding in a statement that he had a consensual sexual relationship with three of the women about 25 years ago before he came to CBS.

“In my 40 years of work, I have never before heard of such disturbing accusations,” Moonves said in his statement to the New Yorker. “I can only surmise they are surfacing now for the first time, decades later, as part of a concerted effort by others to destroy my name, my reputation, and my career. Anyone who knows me knows that the person described in this article is not me.”

But despite his denials, the latest New Yorker piece appears to be the final straw in what has been a stunning collapse for the CBS executive. Moonves has steered CBS to the top spot among broadcast networks over a 15-year span and as early as last year was considered to be practically untouchable. In the past two months, Moonves has been toppled from the broadcast mountain, and CBS’s stock has plunged as the network, a perennial overall ratings champ, has been thrust into uncertainty.

CBS initiated an internal investigation into the allegations after the first New Yorker piece came out in July and while that is still ongoing, reports said the company was working with Moonves to orchestrate his departure from the broadcaster. On Sunday, those efforts were finalized.

Related: Analyst: Moonves Exit, Viacom Combination Could Be in CBS Future 

As part of the deal, Moonves will receive no exit package until the completion of the internal investigation, and the company said it and Moonves will donate $20 million to one or more organizations that support the #MeToo movement and equality for women in the workplace. The donation, which will be made immediately, has been deducted from any severance benefits that may be due Moonves following the board’s ongoing independent investigation led by Covington & Burling and Debevoise & Plimpton. Moonves will not receive any severance benefits at this time (other than certain fully accrued and vested compensation and benefits), the company said, and  any future payments will depend on the outcome of the investigation. 

CBS and its largest shareholder National Amusements also tied up several loose ends that have hounded the companies for months. CBS agreed to drop a lawsuit that would have challenged NAI’s voting control of the broadcaster and NAI agreed not to push for a merger between CBS and NAI’s other media holding – Viacom – for at least two years.

CBS and NAI also agreed to name six new independent members to the broadcaster’s board of directors -- Candace Beinecke, Barbara Byrne, Brian Goldner, former Time Warner chairman Richard Parsons, Susan Schuman and Strauss Zelnick.

CBS’s new board will consist of 11 independent directors and 2 NAI-affiliated directors. In addition to lead independent director Bruce Gordon, William Cohen, Gary Countryman, Linda Griego and Martha Minow will remain on the board. Shari Redstone and Robert Klieger also will remain on the board as NAI’s representatives.

“CBS is an organization of talented and dedicated people who have created one of the most successful media companies in the world,” vice chair Shari Redstone said in a statement. “Today’s resolution will benefit all shareholders, allowing us to focus on the business of running CBS – and transforming it for the future. We are confident in Joe’s ability to serve as acting CEO and delighted to welcome our new directors, who bring valuable and diverse expertise and a strong commitment to corporate governance.”

CBS’ board said at a previously scheduled meeting Monday that it is in the process of selecting outside counsel to investigate the allegations against Moonves, but took no further action on the matter. Some observers had expected CBS would at least put Moonves on hiatus as the investigation continued.

The New Yorker article uncovered what it called a culture of harassment and abuse at the company over a period of decades. Six women came forward to accuse Moonves of forcibly kissing and touching them over a period of years. The piece also unearthed allegations that former CBS News chairman and current 60 Minutes executive producer Jeff Fager inappropriately touched some female employees and allowed harassment to continue on his watch, which he denied in the piece. About 30 former and current employees have alleged various forms of harassment and assault at the hands of other male employees in positions of power, according to the piece.

In a note to clients, Wieser wrote that the New Yorker piece, past rumors and reporting and the apparent inability of the CBS board to “publicly investigate either issue in a more timely manner – suggest serious problems at the top of the company.

“The company will not be viewed by many key industry participants as taking workplace safety seriously without significant action, which we think the Board will realize has commercial consequences, if not legal and moral ones,” Wieser continued. “Consequently, it seems likely to us that CEO Les Moonves will be eventually removed from his role.”

CBS stock, which has been hammered in the days after the New York article surfaced July 27 – the stock lost about 11% of its value between July 27 and July 30 – was up 2% (97 cents) to $52.25 each in early trading Tuesday.

Wieser wasn’t alone. According to reports, Cowen & Co. analyst Doug Creutz downgraded CBS to “market perform” from “outperform,” adding that Moonves should step down and immediately be replaced by current chief operating officer Joseph Ianniello. Ianniello was focus of a separate battle between Viacom and CBS vice chair Shari Redstone and Moonves. Moonves had handpicked the COO to be his successor, but Redstone wanted Viacom CEO Bob Bakish. Whether the connection to Moonves could taint Ianniello – against whom no accusations have been made – with the board, is a nagging question.

While the absence of Moonves, who has been the face of CBS and the catalyst for its growth over the past several years, will create a power vacuum and will at least have a short-term impact on the broadcaster, it is a needed step, Wieser noted. The bigger impact could be that without Moonves at the helm, the previously shelved combination with Viacom is now likely to occur.

Moonves had been a big opponent of the merger, which had been championed by  Redstone. After a public battle, Redstone pulled the merger off the table, as the entity that controls her shares in the companies – National Amusements – was pulled into a legal battle with CBS.

“Without Moonves at the helm, we think CBS will be less able to persuade investors that it is better off on its own,” Wieser wrote.

NAI’s suit comes in response to a CBS filing last week asking the court to push through its request for a special dividend that would ultimately dilute NAI’s voting control of CBS from 80% to 20%. NAI has since amended its bylaws so that any vote on issuing dividends would require a super-majority (about 90%) of board votes to be approved.

CBS and Viacom split in 2006, partly in an effort to unlock value at the cable networks by unshackling them from what at the time were thought to be CBS’s low-growth assets. But in the decade since the split the opposite has happened – CBS has grown into the most-watched broadcaster in the country while Viacom has struggled.

Redstone has requested that both sides evaluate a recombination twice – in 2016 and 2018 – with both sides convening special committees of independent directors to look into the matter in February.

CBS has contended that NAI is determined to push through a merger and alleges it has tried to tamper with its board makeup to ensure that happens.

In a statement, CBS said it still fears NAI and Redstone has abused its power and can no longer be trusted to act in the interests of all shareholders.

“Today’s reactive complaint from NAI was not unexpected,” CBS said in a statement. “The amended complaint filed last week by CBS and its Special Committee details the ways in which NAI misused its power to the detriment of CBS shareholders, and was submitted after careful deliberation by all involved. We continue to believe firmly in our position.”

But NAI claims it would not support a merger that was not approved by the boards of both companies and that the main motivation for the recent flurry of lawsuits is that Moonves is tired of having a boss.

“CBS board and special committee took their actions not in response to any genuine threat, but instead because Les Moonves has tired of having a controlling shareholder,” NAI said in a statement. “While Les Moonves is an extremely capable television executive, neither he, nor the board acting at his behest, is entitled to strip NAI of its voting control.”

According to the Tuesday filing, Redstone and Moonves apparently agreed that a merger could be beneficial earlier in the year, adding scale to both companies as their peers continued to do deals to beef up their offerings. But CBS soured on a combination later on, especially after Moonves chafed at recommendations that current Viacom CEO Bob Bakish be given a prominent role in the combined entity.

In the Tuesday filing, NAI said that it acquiesced to Moonves’ demands that Bakish not be named his successor when Moonves is no longer CEO, adding that the CBS chief has reaped more than $700 million in salary and bonuses from the company during his tenure. In his latest employment deal renewed in May 2017, CBS cannot reduce Moonves’ salary or bonus and the company must consider increasing his compensation if it falls below that of any other media executive. Moonves deal also includes a $180 million payout if he terminates his employment for good reason, including the naming of a current or former media CEO to the board, or if a majority of the board, its compensation committee or the nominating and governance committee are not “Original Independent Directors.” 

Investors were apparently still nervous – CBS stock was down nearly 5% ($2.47 each) to $51.36 per share in afternoon trading Thursday (May 17), while Viacom shares dipped 3 cents each (0.1%) to $28.23 each. 

CBS and its largest shareholder National Amusements, have been at each other’s throats since Monday, when the broadcaster filed a suit to try to block NAI from interfering in its Thursday board meeting. At the top of the agenda of that meeting was a proposal to issue a special dividend to shareholders which would dilute NAI’s voting control of CBS from 80% to 17%. CBS had asked the court to issue a temporary restraining order against NAI to keep it from interfering with the special meeting.

While a Delaware court denied CBS’s request for that TRO, Juenger wrote that it really doesn’t matter in the context of a CBS-Viacom merger, the catalyst for all of the recent consternation. The CBS board already unanimously rejected a Viacom merger.

Juenger believes that NAI’s actions yesterday to change CBS’s corporate bylaws to require a super-majority vote to approve board actions concerning dividends or changes to its bylaws, basically takes the dilution effort off the table. CBS, though, said in its statement that it still plans to go through with the special dividend vote today anyway.

But whether CBS is successful or not is basically moot. According to Juenger, NAI can’t force CBS to merge with Viacom and the broadcaster has made it pretty clear that it doesn’t want a combination.

“The unanimous vote of the CBS Special Committee stands, and we don’t see any plausible way it could be reversed,” Juenger wrote. “If you don’t believe us, then how about taking NAI’s own words: NAI had, and has, no intention of forcing a merger, whether by removing and replacing the members of the Special Committee or otherwise. It would be impossible, we think, for NAI to now go and do exactly what they told the court they wouldn’t do. Especially given the intense level of scrutiny that NAI will now be under (which may have been CBS's goal all along).”

Juenger adds that there are also reams of Delaware case law that upholds the independence of special committees and prevents them from being coerced by controlling shareholders.

“We cannot think of a more textbook case of coercion than a situation in which a controlling shareholder replaces a board that just rejected a transaction and asks the new board to approve the same transaction,” Juenger wrote.

What might change is the relationship between NAI and CBS management. And while it won’t be easy to work together given the contentious nature of the recent lawsuits, Juenger hoped that a middle ground could be reached.

“Given NAI’s promise, and fiduciary duty, to act in the best interest of CBS shareholders, we expect they should make every effort to find a way to continue working together,” Juenger wrote. “In the event they cannot (by either party’s decision), to the extent that leads to the conclusion that the best future for the CBS Corporation, and its shareholders, is likely to be acquired/combined with a larger platform company, then the exit of CBS management wouldn’t matter, anyway.”

CBS had filed suit on Monday, claiming that NAI could disrupt the meeting, which was to include a vote to issue a special dividend that would dilute NAI’s voting control of CBS from 80% to 17%. NAI filed its own response and yesterday also amended CBS’s bylaws to require any major issue be approved by a super-majority of directors.

“We are pleased by the court’s decision to deny CBS and its special committee’s unprecedented motion to try to deprive a shareholder of its fundamental voting rights,” NAI said in a statement. “The court’s ruling today represents a vindication of National Amusements’ right to protect its interests. As we intend to demonstrate as the case proceeds, the actions of CBS and its special committee amount to a grievous breach of fiduciary duties and show no regard for the significant risk posed to CBS and its investors.”

Heading into the shareholders meeting this afternoon, CBS did not appear disconcerted about the ruling, vowing to continue to fight for shareholders’ interests.

“The judge today found that the allegations in our lawsuit ‘are sufficient to state a colorable claim for breach of fiduciary duty against Ms. Redstone and NAI as CBS’s controlling stockholder.’ We could not agree more," CBS said in a statement. "While we are disappointed that the judge did not grant a TRO, the ruling clearly recognizes that we may bring further legal action to challenge any actions by NAI that we consider to be unlawful, and we will do so. We remain confident that we will prevail in the lawsuit previously filed by CBS and the members of its Special Committee.

“As previously announced, the CBS Board will hold a meeting at 5 p.m. today to consider declaring a dividend of shares of Class A common stock to all of the Company’s Class A and Class B stockholders, as is permitted under CBS’ charter," CBS continued. "This dividend would more closely align economic and voting interests of CBS stockholders without diluting the economic interests of any stockholder.”

Moonves’s haul was about the same as the prior year, when he brought in $69.6 million. For 2017, the broadcast chief’s base salary was steady at $3.5 million. And though his annual bonus was much lighter in 2017 at $20 million – he received a $32 million bonus in 2016 – he more than made up for it in stock awards. According to a proxy statement filed with the Securities and Exchange Commission Friday, Moonves received $43.7 million in stock awards in 2017, compared to $31.9 million in 2016.

Moonves and CBS are reportedly in negotiations to merge with Viacom, and CBS has submitted a proposal that valued the cable programmer at below its current stock price while placing CBS management in all of the top positions at the combined company. That has reportedly miffed Viacom execs as well as CBS and Viacom vice chair Shari Redstone, whose family controls 80% of the vote of both companies and who has been a big backer of Viacom CEO Bob Bakish. Viacom was expected to make a counter offer to the CBS proposal, and negotiations were expected to continue.

Chief operating officer Joseph Ianniello, who Moonves has reportedly picked to be his No. 2 at the combined company, saw his total compensation reduced by about 24% to $22.1 million in 2017 from $29 million in 2016, mainly due to loser stock awards. Ianniello received about $4.2 million in stock awards in 2017, compared to $10.7 million in 2016.

Other executives ended up with about the same packages as the previous year. Senior executive vice president and chief legal officer Lawrence Tu netted total compensation of $8.1 million in 2017, compared to $8.5 million the previous year. And senior executive vice president, chief administrative officer and chief human resources officer Anthony Ambrosio received $5.7 million in 2017 compensation, slightly higher than the $5.3 million he received in 2016. Senior executive vice president and chief communications officer Gil Schwartz received $4.7 million in total compensation in 2017, down from the $5.1 million he received in 2016.

Merger talks between CBS and Viacom could hinge on who gets selected to take the No. 2 spot at the company behind expected head honcho Les Moonves, according to a CNBC report.

CNBC’s David Faber said that Moonves’ choice for the No. 2 executive slot – current CBS chief operating officer Joseph Ianniello – differs from the pick of top shareholder and vice chair Shari Redstone. According to Faber, Redstone wants current Viacom CEO Bob Bakish to take the No. 2 spot.

Ianniello has been a long-time favorite of CBS chair and CEO Moonves – he was chief financial officer for four years (2009-2013) before being named COO in 2013, and he has a stellar reputation as a deal maker and savvy business executive, having first joined CBS as a VP in 2000 from accounting firm KPMG. Ianniello has long been considered to be Moonves’ replacement when he eventually retires, and the COO has a clause in his employment deal that would pay him $70 million if he is no longer Moonves’ top lieutenant. Bakish apparently has a similar clause in his employment deal but the amount was not immediately known.

Earlier reports have said that CBS is planning a low-ball offer for a Viacom deal, proposing an all-stock offer that would value Viacom below its current market price. Faber said in his report earlier today that there is still a possibility CBS could offer an at or above market price for Viacom.

Investors, at least for the moment, appear to be favoring CBS’ stance, driving the stock up 2% ($1.11 each) to $51.82 per share in early trading. Viacom shares were down 3.4% ($1.04 each) to $29.51 per share in early trading.

The offer, which is expected to be submitted in the next few days, would put CBS CEO Les Moonves in charge of the combined company for at least two years, the report said.

CBS and Viacom are controlled by the family of media mogul Sumner Redstone, whose daughter Shari Redstone, vice chair of both companies, has encouraged their boards to consider a combination.

CBS’s low-ball bid signals that it thinks it is the more powerful and valuable company. It would also signal that difficult negotiations are ahead.

The two companies has been combined but were split by Sumner Redstone more than 10 years ago. The Two companies considered a combination in 2016.

John Janedis, analyst at Jefferies, said that a recombination of CBS and Viacom faces hurdles, with price and leadership among the key issues.

Janedis noted that similar issues, including governance and management autonomy, were issues the last time the companies considered combining.

“A theme that looms larger this time around is likely carriage for the combined company's networks and any potential dis-synergies,” he said in a note Monday (April 2).

“The challenges on the traditional media distribution models are all very real, though the solutions outside of scale don't necessarily guarantee successful outcomes,” Janedis said. “Assuming press reports are accurate, a take-under would make it very difficult to consummate a deal, in our view. It will be interesting to see to what extent a stalemate could translate to other potential bidders for either asset.”  

CBS and Viacom said late Thursday that their respective boards of directors have formed special independent committees to evaluate the potential combination of both companies.

The move has been expected for weeks. CBS’ and Viacom’s split in 2005 and their largest individual shareholder National Amusements, headed by media mogul Sumner Redstone and his daughter Viacom and CBS vice chair Shari Redstone, tried to recombine the companies in 2016. That plan was abandoned later that year, but in recent weeks reports have surfaced that Shari Redstone had been interested in revisiting a merger. Viacom CEO Bob Bakish and CBS chairman and CEO Les Moonves were said to have had discussions about a possible merger last month and it was expected that talks would resume after a scheduled board meeting of both companies Feb. 1.

In a statement National Amusements said it “supports the processes announced by CBS and Viacom to evaluate a combination of the two companies, which we believe has the potential to drive significant, long-term shareholder value.”

Whether the deal will happen remains to be seen. But some analysts have been pushing for a recombination for months. Moonves, who has resisted a merger in the past, is said to be more open to a deal in light of the recent consolidation activity in the industry. In October, AT&T announced a $108.7 billion merger plan with Time Warner and in December The Walt Disney Co. agreed to buy certain programming assets from 21st Century Fox for $66.1 billion. With its large content brethren getting even larger, some analysts believe that CBS could benefit from Viacom’s programming assets. Viacom, which has struggled with ratings declines and a sluggish ad market, could benefit from CBS’s position as the No. 1 broadcast network in carriage negotiations.      

There were no details as to which directors are on the special committees or how long it will take to evaluate a possible merger. Both CBS and Viacom said they would have no comment until the process is complete.

The rollercoaster ride for Viacom and CBS investors continued Wednesday after the Wall Street Journal reported that one of the biggest shareholders of both companies – CBS and Viacom vice chair Shari Redstone – is attempting to add new directors to the broadcaster’s board as she continues to try to push a deal through.

Viacom stock was up nearly 4% ($1.29 each) to $32.60 per share late Wednesday on the news. CBS shares rose slightly (9 cents) to $59.52 each in late afternoon trading.

According to the Journal, Redstone, who had pulled back her attempt to merge the two companies in 2016, reached out earlier this month to CBS chairman and CEO Les Moonves, who has in the past resisted a merger, to serve as a catalyst toward a recombination.

The paper said she is gathering a slate of possible directors ahead of CBS’s May annual meeting of shareholders, where several directors are expected to be replaced.

Moonves has resisted past attempts to put the two companies together because like other analysts, he sees little benefit for CBS, according to reports. But with large media companies moving to get larger – like Disney’s pending $66.1 billion purchase of certain 21st Century Fox assets and Discovery Communications $14.6 billion buy of Scripps Networks, expected to close in the first quarter, the urge to merge is greater than ever.       

Viacom and CBS split in 2006 in an effort to unlock value at both companies. But since then, CBS has flourished, growing into the top rated broadcaster in the country with a strong OTT service (CBS All Access) and a steady premium channel (Showtime). Viacom, which endured some extreme management turmoil over the past few years, has struggled to get back on track as its networks have slipped in the ratings and the ad market has dwindled.

TheWrap first reported that Redstone was eyeing a reconstituted CBS-Viacom on Friday. That resulted in a 7% runup in Viacom’s stock price on Jan. 12 that was eroded on Jan. 16 after reports surfaced that no formal talks were being held.

Viacom CEO Philippe Dauman is out and will be replaced by Thomas Dooley, currently COO, as part of an agreement ending the battle for control of the media company that has been won by 93-year-old mogul Sumner Redstone and his daughter Shari Redstone, according to sources familiar with the situation.

According to a report in the Los Angeles Times, Dooley will serve until the company’s board meeting in September, but could be asked to continue in the job.

Dauman was one of the highest paid CEOs in the U.S. but in recent year’s Viacom’s business has been bad, with ratings dropping at its cable networks and ad revenues declining. Its stock hit new lows earlier this year.

RELATED: Dauman Resigns as CEO of Viacom: Report

Shari Redstone was a rival of Dauman’s for control of her father’s $40 billion media empire, which includes CBS. She also criticized Dauman and opposed his election as chairman earlier this year.

The deal was approved by Viacom's directors Thursday night, but some elements needed to be signed off on before an official announcement can be made.

Read more at B&C.

Viacom CEO Philippe Dauman has reportedly resigned and will be replaced by Thomas Dooley, COO, as part of an agreement ending the battle for control of the media company that has been won by 93-year-old mogul Sumner Redstone and his daughter Shari Redstone.

According to a report in the Los Angeles Times, Dooley will serve until the company’s board meeting in September, but could be asked to continue in the job.

Dauman was one of the highest paid CEOs in the U.S. but in recent year’s Viacom’s business has been bad, with ratings dropping at its cable networks and ad revenues declining. Its stock hit new lows earlier this year.

Shari Redstone was a rival of Dauman’s for control of her father’s $40 billion media empire, which includes CBS. She also criticized Dauman and opposed his election as chairman earlier this year.

The settlement would end lawsuits in Massachusetts and Delaware and allow the Redstones to add five new directors to Viacom’s board.  The new directors include Judith McHale, former president of Discovery Communications; Ken Lerer, an investor in companies including Buzzfeed; and Nicole Seligman, formerly president of Sony Entertainment.

Five current board members who sided with Dauman will depart over the next few months.

Dauman will remain as non-executive chairman until next month and will be able to present to the board his plan to sell 49% of Paramount Pictures. The Redstones have opposed the sale.

Read more at broadcastingcable.com.

In a blog post Thursday, Greenfield said shareholders have a case because it is obvious given Viacom’s recent performance, that independent directors haven’t held up their end of the bargain to act in all shareholders’ best interests.

Six of Viacom’s 11 board members are classified as independent. But Greenfield argues that although they have a fiduciary duty to look after all shareholders’ interests, instead they have rubber-stamped an ill-advised share buyback program that he says “squandered” liquidity and raised leverage; Okayed promoting Dauman to executive chairman and making him the third-highest paid CEO in the U.S., despite continued operational failures under his watch and now is trying to solve its debt problems via a sale of a 49% interest in its Paramount movie studio. Greenfield views the Paramount sale as “misguided.”

All that should give shareholders more than enough fuel for lawsuits, Greenfield wrote. Adding more logs to the fire is that, according to the analyst, the Viacom board is using company funds to finance Dauman’s and board member George Abrams lawsuits against Redstone to block his removing them from the trust that will control his shares upon his death or incapacitation.

The analyst has already noted that given the structure of the trust’s board, there is no way for Dauman or Abrams to be reinstated, even if they do win.

He added that the independent board members should oust Dauman and end the financing of the Dauman/Abrams lawsuits immediately or face removal themselves.  

“Viacom’s board is delaying the inevitable and wasting company resources,” Greenfield wrote. “The best course of action is to act swiftly to enable Viacom to refocus on the operational challenges at hand, bring on new management and pursue a merger with CBS at market.”

Embattled Viacom executive chairman and CEO Philippe Dauman, locked in an increasingly bitter fight with the media company’s largest shareholder Sumner Redstone, joked that he preferred to create content than to be it, told a mainly sympathetic audience at an industry conference that the company plans to go ahead with its Paramount movie studio sale, albeit on a longer schedule.

Dauman has traded lawsuits with Redstone ever since the media mogul kicked him off the trust that would control 80% of Viacom’s voting shares in the event of his death or incapacitation.  Dauman has filed suit in Massachusetts Probate Court to block the move, claiming Redstone no longer has the mental capacity to manage his affairs and that Redstone’s daughter Shari is exacting undue influence on her father.

Dauman opened his session at Thursday's Gabelli Movie & Entertainment conference in New York, briefly addressing the stand-off.

“I’ve been involved with the company for more than 30 years and this is certainly unique, and the one takeaway I have is, it’s a lot more fun creating the content than being the content,” Dauman said. He thanked Viacom’s employees for continuing to create great content “despite everything that is going on.”

Dauman then launched into a presentation describing Viacom’s business – Nickelodeon is doing “great,” with the top three animated shows on cable and “a lot of vitality.” He also said Viacom has successfully renewed its biggest cable distribution deals over the past two years, adding that the programmer doesn’t have a major negotiation for this fiscal year or next.

As for its movie studio, Paramount Pictures, plans are still to go ahead with the sale of a minority interest. While that sale has been the source of much of Redstone’s ire – he recently changed the bylaws of the holding company that contains his Viacom shares that would prevent a Paramount sale without a unanimous board vote.

Dauman said that originally Viacom had fielded interest in buying the stake from about 40 companies and is now having more detailed discussions with a smaller list of players. While those negotiations are going forward, he said in light of “recent events,” the company will miss the June 30 deadline for the sale.

“We are continuing to explore the potential of unlocking value with select partners with strategic value,” Dauman said.

Still, Dauman said that whoever buys the stake would be an “interesting partner” for Viacom as well. He estimated the sale would unlock about $10 or more per share of value for Viacom shareholders, helping the company move forward with its strategic plan and provide cash to help pay down debt.

Last week, psychiatrist Dr. James Spar said that he found Redstone to be able to make decisions, showing only a “mild degree” of age-related cognitive impairment after two examinations  of the media mogul at his Beverly Hill residence on May 20 and May 24, according to reports. Dauman, whom Redstone is attempting to toss off Viacom’s board of directors along with several other members, has claimed that the Viacom chairman emeritus is being unduly influenced by his daughter, Viacom and National Amusements Inc. director Shari Redstone.

In the most recent filing, Dauman claims that Spar’s findings present “a one-sided, uncross-examined and distorted view of Mr. Redstone’s mental condition.”

Dauman also addressed some critics who have claimed that Redstone was found competent by a California court judge in April in his dismissal of a suit by Redstone’s former care giver Manuela Herzer.  

The filing claims that the California court was only deciding the validity of Redstone healthcare directive – which ousted Herzer as his healthcare agent – and that it was “not making any ultimate findings related to Redstone’s mental capacity, one way or another, or whether he was unduly influenced in revoking the healthcare directive.”

Dauman also addressed critics who pointed to his own deposition in that case, which said Redstone was “engaged” and “attentive.” In the most recent filing, Dauman said that didn’t mean Redstone actually knew what was going on.

Dauman said in the filing those characteristics “could be attributed to a person who lacks the relevant capacity and who is supply unable fully to process information delivered to him no matter how engaged or attentive he is,” the filing stated. “In any event, Mr. Dauman’s affidavit was submitted more than six month ago. Six months is an eternity for a very sick man in his nineties.”

Dauman and Viacom board member George Abrams filed suit in Massachusetts in May to block Redstone’s moves to remove them from the trust that will manage his holdings in the media company in the event of his death or incapacitation. They have asked for expedited discovery in the case, and a hearing is set for Tuesday.

Keryn Redstone, one of media mogul Sumner Redstone’s granddaughters, said she will side with the Viacom board against her aunt Shari Redstone in the battle over his media empire.

She said Shari Redstone was able to “effectively kidnap, brainwash and take advantage of [her] grandfather due to his debilitated state of mind and frail health” so her aunt could control his assets.

The Viacom board has accused Shari Redstone of having an “undue influence” over Sumner Redstone as he moves toward replacing Viacom’s directors and management, including CEO Philippe Dauman.

A suit by Dauman and another Viacom director, George Abrams, charging that a move to remove them as trustees of Sumner Redstone’s trust, which holds a controlling interest in the company that owns 80% of the voting rights for Viacom and CBS, will be heard next week in a Massachusetts court.

Related:The Philippe Phactor [subscription required]

On Wednesday, Keryn Redstone rejoined the fray, issuing a statement that said that Sumner Redstone’s health has deteriorated and that he has been incompetent since October.

“The last time that I saw my grandfather was on Valentine’s Day for fifteen minutes," she said. "As he sat there lifeless and flanked by his nurses and caretakers, he seemed unaware of his surroundings. It was one of the most surreal experiences of my life."

Keryn Redstone also said Shari Redstone orchestrated the removal of Manuela Herzer as her grandfather’s companion and overseer of his health care, and has kept the Viacom board from communicating with him.

‘Because I was in the house, I know that my grandfather has been incompetent since last October," she said. "This is why Shari is keeping me away, because I will not lie or conceal the truth about my grandfather’s condition. I love my grandfather and I cry myself to sleep every night knowing that I might never see him again."

Keryn Redstone has hired the same lawyers who represented Herzer in her unsuccessful suit to have Sumner Redstone declared incompetent to make health care and financial decisions.

“I do not intend to let Shari get away with this outrage,” she added. “I will soon be announcing legal steps to join with the Viacom directors in our common cause to liberate my grandfather from Shari’s clutches and protect my fellow trust beneficiaries and myself from her machinations.”

Read the full text of Keryn Redstone's statement at broadcastingcable.com.

As Viacom’s controlling shareholder Sumner Redstone continues to make moves to oust the company’s board of directors, the lead independent board member, former Verizon vice chairman Fred Salerno, issued a letter to shareholders stressing that they will continue to fight in the best interests of the company.

Redstone has been setting the wheels in motion to remove the board, including his former friend and confidant executive chairman and CEO Philippe Dauman. Dauman has filed suit in Massachusetts probate court to block Redstone's actions, claiming that his daughter Shari Redstone is exerting undue influence on her father.

Related:The Philippe Phactor [subscription required]

Salerno has requested a face-to-face meeting with Sumner Redstone, but has been unable to do so. The letter, Salerno wrote, is being issued to let shareholders know what the board is thinking.

“We know that none of us is ‘entitled’ to his or her Board seat,” Salerno wrote. “But we were elected, until our terms expire or we are properly removed, to look after the interests of all the stockholders of Viacom. That is what Delaware law requires – and that is what Sumner Redstone has always expected.”

Salerno said the board believes that Redstone’s actions are out of character and inconsistent with his prior commitment to ensure that an independent board and professional management remain in place at Viacom after his death or incapacitation.

“More specifically, it would be equally inconsistent with his stated judgment for many years that his daughter, Shari, should not control Viacom or his other companies,” Salerno wrote, adding that the board faces a decision: to either fight a removal attempt or just let it happen.

“Acquiescence is appealing – it would remove some of the antagonism and public controversy, and avoid contentious and time consuming litigation,” Salerno wrote. “But to a person we feel the responsibility to challenge in court what we honestly believe would be legally flawed removals.  That is especially so because the flaw we see would be the inexplicable assertion that Sumner was acting of his own free will and with the mental competency to do so.”

Besides Salerno, Viacom’s other independent directors are: senior adviser to the chairman at the World Economic Forum Cristiana Falcone; International Finance LLC president of leadership Blythe McGarvie; Inside Edition anchor Deborah Norville; former Oracle Corp. president and current CEO of Infor Global Solutions Charles Phillips; and counsel to the law firm of Cadwalader, Wickersham & Taft, William Schwartz.

The remaining board members are Sumner Redstone, Shari Redstone, Dauman, attorney George Abrams and Viacom chief operating officer Thomas Dooley. Sumner Redstone controls 80% of Viacom’s vote, and could call a special meeting to remove the board, Given the size of his stake, his wishes would rule the day, save a court order declaring him incompetent.

“We will contest the purported removal if it comes, because we see that as our responsibility to the non-control shareholders of Viacom who own 90% of the equity of the company – and to the legacy of a man we greatly admire and consider a dear friend,” Salerno wrote. “We can do no less than try to make sure that the fates of Viacom, its majority equity holders and Sumner's legacy are ably represented on their behalf and impartially decided by the courts.”

It hasn’t been a good week to be Philippe Dauman.

The Viacom executive chairman and CEO is a regular target of irate shareholders who blame him for the content company’s precipitous fall over the past few years. Now, he’s even taking shots from his onetime friend and mentor, and Viacom’s largest shareholder, Sumner Redstone.

Redstone’s moves to oust Dauman and longtime Viacom board member George Abrams from the trust that will manage Redstone’s controlling stake in Viacom after his death or incapacitation has fueled mounting speculation that Dauman is being forced out.

While Dauman works hard to repair his reputation, signs point to a showdown with Redstone’s daughter and Viacom nonexecutive vice chair of the board Shari Redstone, who has been gaining influence in the trust. Lawsuits have traded back and forth: Dauman to block Redstone’s moves, Shari Redstone to have her father’s wishes upheld.

As the palace intrigue roils on, it might be time to take a closer look at Dauman’s performance by comparing his often-criticized pay package with the rise or fall of Viacom’s market capitalization over the past five years.

Related:Viacom Board Prepared to Fight

There has been much talk of Viacom’s mismanagement and how executives were more interested in cashing massive compensation checks while ignoring trends in the TV business. That is all a matter of perception, though: Few current pay TV executives could have anticipated the rise of OTT players and skinny bundles five years ago, and most didn’t.

At the same time, whether or not its youth-oriented channels make it a canary in the coal mine for the rest of the TV business, one unmistakable fact is that under Dauman and his top lieutenant, chief operating officer Tom Dooley, Viacom has faltered in the past few years.

A quick look at the stock price is evidence of that. Viacom shares are down about 25% since May 2011, shedding about $19 billion in market cap. At the same time, Dauman has received nearly $200 million in total compensation over that span and Dooley received $154 million in salary, stock-and-option awards and incentive compensation.

Since 2014, when Viacom stock was trading in the $80 range, the falloff is more dramatic. Since March 10, 2014, when Viacom shares closed at $88.90 each, the stock is down more than 50% to $39.95 on May 24, subtracting about $20 billion in market cap. Dauman and Dooley reaped a combined $145.8 million in total compensation over that period.

Dauman and Dooley aren’t the only media executives who have been criticized over their pay packages — and they aren’t even the highest paid. That distinction belongs to Discovery Communications CEO David Zaslav, who has received $324.1 million in total compensation in the past five years, skewed mostly because of one-time awards in 2014 that inflated his total pay to $156 million that year. Viacom’s sister company CBS was second, with chairman and CEO Les Moonves receiving $313 million in total compensation in the past five years.

But while Disney chairman and CEO Robert Iger received $199 million in total compensation between 2011 and 2015, for instance, Disney’s market cap soared 144.6% from $41.1 billion to $100.5 billion. CBS is up 105.6% to $54.2 billion from $26.4 billion in 2011; 21st Century Fox is up 69.6% to $28.9 billion from $17.1 billion in 2011; and Discovery is up 23% to $26.8 billion from $21.8 billion in 2011. Viacom’s market cap has fallen from about $35 billion in 2011 to $16.7 billion as of May 25.

Whatever the outcome, some analysts believe Dauman’s days are numbered. In a research note last week, Telsey Advisory Group media analyst Tom Eagan charted out several scenarios that ultimately end with Dauman’s ouster.

In a piece titled “Jersey Shore Has Nothing on This,” Eagan noted board changes at Viacom and National Amusements (the vehicle that holds Redstone’s Viacom stock). “We expect that Sumner and Shari Redstone will attempt to make changes in Viacom executive management, chiefly replacing CEO and chairman Phillippe Dauman,” Eagan wrote. “Although Mr. Dauman has the support of the Viacom board, we expect changes in that board.”

According to CNBC’s David Faber, Viacom’s board is ready to file suit to block any drastic moves by Redstone, who has in the past week focused his ire on Dauman,  a man he once called “the smartest man I know.”

Viacom shareholders benefitted from the turmoil, with shares rising 5% ($2.10 each) to $44.63 per share this afternoon. These moves and others have pushed Viacom stock into positive territory since the beginning of the year as Redstone, fresh off a salty court video deposition that helped get a lawsuit brought by his former girlfriend and caregiver dismissed, has taken aim at Dauman and the Viacom board.

Redstone is supposedly upset with Dauman’s plans to sell a minority interest in Paramount Pictures, the movie studio he grappled with media mogul Barry Diller for in the 1990s.

As the owner of 80% of Viacom’s vote, Redstone could carry any agenda he wants at a special shareholder meeting, which is forcing board members to prepare for the worst.

Former Verizon Communications vice chairman Frederic Salerno, Viacom’s lead independent director, has been seeking a face-to-face meeting with Redstone to determine his take on company strategy and his overall well-being.

Redstone, who turns 93 today, has been embroiled in a battle with his former top lieutenant for about a week, since he made moves to oust Dauman and Viacom board member George Abrams from the trust that will control Redstone’s 80% interest in Viacom after his death or incapacitation. Those moves strengthened Redstone’s daughter Shari Redstone’s power in the trust and some fear that she may be engineering a coup that would remove Dauman as Viacom chief.

According to a report in the Wall Street Journal, Salerno sent a letter to Sumner Redstone’s attorney Michael Tu asking for the meeting, which the paper he insisted include “unfettered and unfiltered access,” which has been Redstone’s past policy.

According to the Journal, Salerno, Viacom’s lead independent director and the former vice chairman of Verizon Communications, somewhat sarcastically wrote in a Thursday letter to Tu that the meeting would begin with “greetings and pleasantries,” followed by a question and answer session to hear Redstone’s position on company strategy and its planned sale of a minority stake in Paramount Pictures. Redstone, who won Paramount in the early 1990s after a bloody battle with mogul Barry Diller, has reportedly taken exception to that sale.

In a lawsuit filed Monday, Dauman claimed that Redstone has diminished capacity, can barely speak or feed himself and is being unduly influenced by his daughter, all which she has refuted as false accusations. Shari Redstone has countered with Dauman’s November court deposition that said her father was alert, aware and “as opinionated as ever.”

Dauman’s spokesmen have said that depositon was made was six months ago, and Redstone’s health has deteriorated rapidly.

In a research note Wednesday, Telsey Advisory Group media analyst Tom Eagan said given the recent developments, odds are that Shari Redstone will attempt to replace Dauman.

Sumner Redstone’s ongoing battle with two former trusted advisers heated up Tuesday after the former Viacom chairman named two new members to the trust that will control his 80% voting stakes in Viacom and CBS upon his death or incapacitation.

Redstone, who abruptly removed Viacom executive chairman and CEO Philippe Dauman and Viacom board member George Abrams from the trust on Friday, has named National Amusements general counsel Tad Jankowski and former TV executive and former Salomon Smith Barney media analyst Jill Krutick to replace them.

Redstone also named his granddaughter Kimberlee Ostheimer (Shari Redstone’s daughter), to the National Amusements board of directors. National Amusements is the theater chain that holds Redstone’s stakes in both Viacom and CBS. Upon his death or incapacitation, the Sumner M. Redstone Irrevocable Trust, led by seven trustees, would control his voting stakes in the companies.

“This is my trust and my decision,” Redstone said in a statement. “I have picked those who are loyal to me and removed those who are not.”

Dauman and Abrams filed suit yesterday in Massachusetts to block Redstone’s effort to remove them from the trust, claiming the media mogul is being unduly influenced by his daughter Shari Redstone, a member of the trust and vice chair of National Amusements. If Dauman’s and Abrams’ removal is upheld, Shari Redstone’s influence over the trust could rise significantly.

Sumner Redstone’s attorneys filed their own suit yesterday in Los Angeles to validate his decision to oust Dauman and Abrams, adding that Dauman’s claims the Viacom media legend is a shell of his former self, unable to walk, speak or feed himself are a direct contradiction to the CEO’s earlier testimony that Redstone was alert and “opinionated as ever.”

In a statement, Dauman’s counsel Les Fagen said the latest litigation is a further attempt by Shari Redstone to control her father.

“The suit in California is Shari’s attempt to run away from the Massachusetts courts and to deflect attention from the real issue:  Whether our friend and colleague Sumner is under the undue influence of his daughter, surrounded by a web of unfamiliar lawyers and public relations firms that she directs,” Fagen said in the statement. “It is outrageous for the new complaint and recent statements to rely on Mr. Dauman’s affidavit from last fall.  Mr. Dauman stated only that Mr. Redstone was alert and attentive during two brief meetings last fall.  But Mr. Dauman never asserted that Mr. Redstone was free of undue influence; indeed his lawyers later stipulated that he was susceptible to undue influence. And Mr. Dauman never commented as to Mr. Redstone’s competence on any matter, at any time, much less his ability to make conclusive decisions about complex issues concerning large public companies.”

As expected, Viacom executive chairman and CEO Philippe Dauman and board member George Abrams have filed suit in Massachusetts Probate and Family Court to try to block a move by their former boss Sumner Redstone to remove them from the  trust that would manage the company in the event of Redstone’s death or incapacitation.

The suit brings to a head moves over the weekend by Redstone, angered over Dauman’s attempts to sell a minority stake in Paramount Pictures and the overall decline of the media company he helped build. In the suit, Dauman and Abrams are seeking immediate judicial relief and a court ruling to invalidate their removal from the trust.

The two men said in a statement that Redstone’s daughter, National Amusements and Viacom director Shari Redstone is unduly influencing her father, who they claim they have been denied access to.

“Shari Redstone is attempting to illegally hijack her father’s well-established estate plan by removing professional managers and reportedly installing her daughter, an employee and a friend who are firmly under her control,” Dauman said in a statement. “We all continue to have great respect and affection for Mr. Redstone, but he is clearly being manipulated by his daughter, Shari.  After years of estrangement, she has inserted herself into his home, taken over his life, and isolated him from anyone not under her control, including long-time business colleagues.  In fact, she has recently and repeatedly arranged to deny requests for Viacom Board members to meet with her father.  Her singular goal is to assume complete control of his businesses, despite Mr. Redstone’s long-term desire for a professionally managed Trust and an independent Board of Directors.  Shari’s actions amount to an unlawful corporate takeover, and if effectuated, could have far-reaching consequences for thousands of shareholders and employees of Viacom.”

In a separate statement, Abrams said Redstone’s moves are out of character, reflect a “diminished capacity,”  and contradict what have been his wishes for more than 25 years.

“My sole purpose in joining in this law suit is to allow  a court to determine whether Sumner Redstone, in his current diminished capacity, has been subject to undue influence in his recent actions in changing his Trustees and in changing  other documents,” Abrams said in the statement. “ For over 25 years Sumner has discussed his will and various Trusts with me and I was instrumental in setting up this Trust at the time of his divorce.  He has impressed on me his wishes that the Trust be managed in a professional manner and that the children of the son and his daughter be treated fairly and equally despite some internal family conflicts.  He also discussed at length with me his feelings about Viacom and CBS and the future of both companies.  The changes purportedly being made would alter his previously and repeatedly expressed wishes.  As a result of some of the information which has recently  been received, I believe a court test on the question of undue influence is necessary.”

According to Fortune magazine and since confirmed by Viacom, Sumner  Redstone, through his lawyer Michael Tu, informed Dauman and Viacom board member George Abrams that they have been removed from the trust via fax. The trust was set up through National Amusements Inc. -- Redstone's theater chain business -- to hold his 80% voting control of Viacom and CBS. In the event of his death the trust would be managed by a seven-member committee that included Shari Redstone (also vice chairman of National Amusements), her son Tyler and her mother's divorce attorney. Since it is expected that Shari Redstone would replace Dauman and Abrams with trustees more sympathetic to her position, her power in the event of the death of her father rises exponentially.

In a statement, Shari Redstone said "I fully support my father’s decisions and respect his authority to make them.”

Because National Amusements is separate from Viacom, the most recent developments shouldn't affect Dauman's standing as executve chairman and CEO of the media company. But Shari Redstone  has increasingly become critical of his stewardship -- she was the lone board member who voted against Dauman being named executive chairman after her father gave up the title. 

Dauman has been a trusted advisor to Sumnr Redstone since the beginning -- he helped him win Paramount as a young Boston lawyer -- and has been regularly praised by the founder as one of the smartest men he knows. But Viacom has foundered under his watch, as ratings and its stock price have plunged.

Through a spokesman, Dauman called Shari Redstone's steps "invalid and illegal."

"They are a shameful effort by Shari Redstone to seize control by unlawfully using her ailing father Sumner Redstone's name and signature,"Dauman's spokesman said. "As she knows and as court proceedings and other facts have demonstrated, Sumner Redstone now lacks the capacity to have taken these steps. Sumner Redstone would never have summarily dismissed Philippe Dauman and George Abrams, his trusted friends and advisors for decades."

Redstone's capacity has  question in recent months. Back in November, when Redstone's former girlfriend and caregiver Manuela Herzer was attempting to have Dauman removed as health care agent for the then-Viacom chairman, Dauman claimed in statements that Redstone was "engaged, attentive and opinionated." 

Herzer's suit, whcih called Redstone a "living ghost" unaware of his surroundings, was dismissed  by a California court after the media mogul's profanity-laden videotaped deposition on the first day of the trial, where he appeared lucid and vehemently denied any desire to have Herzer run his affairs. Although his speech was slurred -- the result of an earlier minor stroke -- Redstone said through an interpreter that he threw Herzer out of his house for lying to and allegedly stealing from him.

According to Fortune, Sumner Redstone has been angered at recent moves by Dauman to sell a minority interest in Paramount Pictures, the movie studio that Redstone battled to gain control of in the 1980s. He was prompted to oust Dauman and Abrams from the trust after expressing concern about company performance to them and receiving no response, according to reports.

Abrams, who has been with Redstone for more than half a century, also expressed sadness at the most recent developments.

“I have known and represented Sumner Redstone for over 50 years," Abrams said in a statement.  "I worked closely with him on the building of his theater chain, the acquisitions of Viacom, Paramount and CBS and countless business matters relating to all three of those entities as well as National Amusements.  I have also handled many personal matters for Sumner.  Above all, he is my friend.  The Sumner Redstone I knew would never have taken this action.  What is going on now is unsettling and sad.” 

In a statement, Viacom said the moves by Shari Redstone come as a surprise.

"The actions taken yesterday in Sumner Redstone’s name are completely inconsistent with his long expressed wishes and intent and extremely disruptive and damaging to Viacom and all its shareholders," Viacom said in its statement. "...The picture is quite clear, Mr. Redstone is being manipulated and used by his daughter in an attempt to accomplish her long-held goal, which Mr. Redstone has always opposed, of gaining control of National Amusements and Viacom."

Viacom claims there has been no communication from Sumner Redstone himself, and that during an in-depth strategy session with Viacom's board Tuesday evening -- where both Redstones were participating via phone -- no mention was made of any concerns regarding the trust.

"The only contact was a written communication on Tuesday from Mr. Tu, a lawyer previously unknown until this week to anyone associated with Sumner other than Shari Redstone," Viacom said in a statement. "It is clear that Shari Redstone has isolated her father and put his residence on lockdown, which provides clear evidence of her exercise of undue influence. Despite many attempts by members of Viacom's board, including the lead independent director, to meet with Sumner they have been denied access. Mr. Tu, when asked by the board’s independent counsel in response to Mr. Tu’s letter, could not even confirm he has met Mr. Redstone."

Earier this month Viacom's board of directors moved to eliminate Sumner Redstone's annual compensation, a move that lead independent director Fred Salerno said in a statement was made because of Redstone's lack of involvement in company matters.  

"We took this action based upon his recent complete lack of communication with the Viacom Board and management team and his silence during recent board meetings, as well as recent public disclosures raising concerns about his health," Salerno said in the statement. "In addition, despite numerous requests, I, along with the Chair of Viacom’s Governance and Nominating Committee, have been denied access to Sumner for a face-to-face meeting.

"The Independent directors are fully engaged and will carefully monitor actions at National Amusements, which is the controlling shareholder of Viacom," Salerno continued. "We are also continuing to work closely with the management team of Viacom and we fully endorse the strategy for the future of Viacom that the team presented at the Board’s day-long strategy meeting this week. We have great respect for Sumner and what he has accomplished. Our overarching duty is to represent the interests of all shareholders — in the same spirit that Sumner Redstone always led our Board to do.  We will continue to fulfill that role and uphold our fiduciary responsibility to ensure that Viacom’s interests are protected in concert with good governance practices.”

Lawyers for former Viacom and CBS chairman Sumner Redstone and his ex-companion Manuela Herzer are reportedly in settlement talks and a deal could be reached as early as today, according to several published reports.

While details of the potential settlement are unclear, it would end an increasingly embarrassing chapter in the media mogul’s recent history. Herzer, Redstone’s former girlfriend and caregiver, filed suit in November after she was removed as his official health care agent. Herzer claimed that Redstone was incompetent and lacked the mental capacity to make decisions regarding his own health care.

Herzer was replaced as Redstone’s health care agent by Viacom executive chairman and CEO Philippe Dauman. According to some reports, Dauman relinquished his oversight of his former boss’ health decisions earlier this week to Redstone’s daughter Shari.

A settlement would avoid a lengthy and potentially embarrassing trial. Already depositions that were scheduled to be taken of Dauman and Shari Redstone in anticipation of a May 6 trial date, have been canceled, reports said.

Viacom said it has elected CEO Philippe Dauman as executive chairman of the company, succeeding Sumner Redstone, who becomes chairman emeritus.

Redstone on Wednesday stepped down as chairman of CBS, succeeded by CEO Les Moonves.

The moves are a step toward succession at the media companies controlled by Redstone, who at 92 is in poor health and being questioned about his ability to make healthcare and financial decisions.

Viacom's board offered the chair's post to Redstone's daughter Shari Redstone, but she turned it down and will continue as non-executive vice chair.

On Wednesday, Shari Redstone said she supported the election of Moonves as chairman of CBS, but wanted a more independent chairman at Viacom.

Viacom has been performing poorly as its cable networks have suffered from the defection of young viewers from traditional TV to digital entertainment options. Its stock has also suffered, falling more than 40% last year.

Read more at broadcastingcable.com.

CBS executive chairman Sumner Redstone has stepped down from that position at broadcaster CBS, handing the role of chairman to CBS CEO Les Moonves.

The move comes as Redstone, in frail health, has come under scrutiny concerning his mental capacity and ability to make decisions regarding the company.
While Redstone remains executive chairman of Viacom, the other media giant he controls, the CBS move adds to speculation he may do the same for the cable programmer. Viacom's board of directors is scheduled to meet tomorrow (Feb. 4), where Redstone's status could be discussed.

Moonves was nominated by Shari E. Redstone, vice chair of the CBS Board, and his appointment was confirmed by a unanimous vote of the CBS directors. He also will continue to serve as president and CEO of CBS, positions he has held since 2006. Summer Redstone becomes chairman emeritus. Shari Redstone, who was offered the position of executive chairman but declined it, will remain vice chair.

“I am honored to accept the chairmanship of this great company,” Moonves said. “I want to thank Sumner for his guidance and strong support over all these years. It has meant the world to me. I am particularly grateful that Shari Redstone has agreed to continue in her role as vice chair of the company. Her business acumen and knowledge of the media space remain very important to me as we move forward, and I greatly appreciate her support and invaluable counsel. I would also like to thank our excellent board of directors, who have contributed so significantly to our success. The people of CBS have achieved much together, and I believe the best is yet to come.”

Shari Redstone said in a statement: “I have been fortunate to work with Les, and he has clearly established himself as a creative and effective leader who understands both the challenges and the opportunities that are shaping today’s media landscape. I am sure he will make a great chair and I look forward to working with him for many years to come.”