Newspaper article International New York Times

Viacom Directors Vow to Stall Removal Efforts ; Board Sides with Chief in Battle for Control of Redstone's Media Empire

Newspaper article International New York Times

Viacom Directors Vow to Stall Removal Efforts ; Board Sides with Chief in Battle for Control of Redstone's Media Empire

Article excerpt

The company's board of directors has sided with chief executive Philippe P. Dauman, who was dismissed from Sumner M. Redstone's trust and the board of National Amusements.

Viacom's directors have vowed to fight any potential moves by the ailing media mogul Sumner M. Redstone and his daughter, Shari Redstone, to eject them from the company's board.

As a power struggle looms over the future of Mr. Redstone's $40 billion empire, Viacom's lead independent director said in a letter on Monday that an attempt to remove Viacom directors from the board "would be completely inconsistent with Sumner's lifetime commitment to an independent board and professional management for Viacom after his incapacity or death."

The letter underscores how the board of directors has sided with Philippe P. Dauman, Viacom's embattled chief executive, in the fight that has erupted over Mr. Redstone's companies. Sent on behalf of Viacom's independent directors, the letter pre-empts any public moves by Mr. Redstone or Ms. Redstone to remove board members. Changing Viacom's board would signal a step toward dismissing Mr. Dauman from the helm.

The proclamation continues the dramatic turn of events that has seized Mr. Redstone's companies in recent weeks. Mr. Dauman was ousted on May 20 from Mr. Redstone's trust and the board of National Amusements, the private theater chain company through which Mr. Redstone controls 80 percent of the voting stock in Viacom and CBS, two of the world's largest entertainment companies.

That control will pass to an irrevocable trust after Mr. Redstone dies or if he is declared incompetent. Mr. Dauman promptly filed a lawsuit, challenging whether Mr. Redstone had the mental capacity to make such moves and suggesting that Mr. Redstone had been manipulated by his daughter.

The letter is a sign of how Viacom's directors are preparing their own legal challenge in the event they, too, are dismissed.

"To a person, we feel the responsibility to challenge in court what we honestly believe would be legally flawed removals," the letter states. "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."

In the letter, which was sent to Viacom employees, investors and the news media, the directors took a direct shot at Ms. Redstone. Frederic V. Salerno, Viacom's lead independent director, said in the letter that an attempt to remove Viacom's board would be inconsistent with Mr. …

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