Sumner Redstone's holding company, National Amusements, said it has replaced five members of Viacom's board, including CEO Philippe Dauman, who was recently named chairman.
In the fight for control of Viacom, Dauman has challenged the 93-year-old Redstone's control over the National Amusements board, from which he was also dismissed. A decision is pending in a Massachusetts court on whether or not Dauman's suit will be heard on an expedited basis.
In a recent email, Redstone indicated that he no longer trusts Dauman, a long time business associate and friend who Redstone often referred to as "the wisest man I know."
The new directors are Judith McHale, former CEO of Discovery Communications, Kenneth Lerer, chairman of Buzzfeed and former cofounder of The Huffington Post; Thomas May, chairman of Eversource Energy; Ronald Nelson, executive chairman of the board of Avis Budget Group and former coCOO of DreamWorks SKG and Nicole Seligman, former president of Sony Entertainment.
The newly elected directors have deep experience in corporate governance of public companies and will provide valuable expertise to Viacom in the areas of media, entertainment and technology, National Amusements said in a statement. None of the new directors is affiliated with National Amusements, Viacom or any Redstone family trust.
National Amusements holds 80% of the voting stock in Viacom and CBS. The Redstone Family Trust controls National Amusements and will be in charge when Redstone dies or is judged incompetent.
In addition to Dauman, the directors being removed are George S. Abrams, Blythe J. McGarvie, Frederic V. Salerno and William Schwartz.
National Amusements said it has filed papers in Delaware Chancery Court to affirm the validity of the change in directors. National Amusements said the legal account was necessary “because of public statements by the existing directors that they would challenge any removals, and to maintain stability until any such challenges are resolved.”
Salerno, the lead independent director, has been vocal in trying to communicate directly with Redstone. He has called Redstone's recent moves uncharacteristic and contrary to positions he previously held.
In his lawsuit, Dauman charges that Sumner Redstone is under the undue influence of his daughter, Shari.
Six directors maintain their posts on the Viacom board. In addition to Sumner Redstone and Shari Redstone, they are Thomas Dooley, Viacom's COO; Cristiana Falcone; Deborah Norville; and Charles Phillips.
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