Sumner Redstone's National Amusements moved today to oust five members, including Viacom CEO Philippe Dauman, from the Viacom Board of Directors.
National Amusements, Redstone's company which holds 80 percent of Viacom voting stock, also removed from the board George Abrams, Blythe McGarvie, Frederic Salerno and William Schwartz.
Dauman is still the chief executive officer but, according to a statement from National Amusements, the revised board will "evaluate the current management team and take whatever steps it deems appropriate to ensure that Viacom has in place strong, independent and effective leadership."
Newly appointed Viacom board members include Buzzfeed Chairman Kenneth Lerer, Everforce Energy Chairman Thomas May, Cane Investments CEO Judith McHale, Avis Budget Group Chairman Ronald Nelson and former Sony Entertainment President Nicole Seligman.
As part of the Viacom board revisions, National Amusements is filing litigation with the Delaware Court of Chancery "because of public statements by the existing directors that they would challenge any removals, and to maintain stability until any such challenges are resolved."
In response, indepentent board member Salerno filed a separate suit seeking to block the removals, claiming that the action is inconsistent with Sumner Redstone's long-standing governance plan.
"Under Mr. Redstone's long-standing estate plan, control and management would remain independent of Shari [Redstone], for whom Mr. Redstone generously provided but who he determined did not have the skills to control or manage Viacom and from whom he was bitterly estranged for many years," the complaint reads.
The Viacom board shakeup comes amid mounting drama for the mega programmer.
Dauman last month filed a complaint with the Commonwealth of Massachusetts Probate and Family Court to dispute his removal by Redstone from a family trust crucial in maintaining long-term control of Viacom.
Dauman's suit alleges that the 92-year-old Redstone is incapacitated and being controlled by his long-estranged daughter.
"Shari Redstone is attempting to illegally hijack her father's well-established estate plan," Dauman said in a statement. "We will continue to have great respect and affection for Mr. Redstone, but he is clearly being manipulated by his daughter, Shari."
BTIG analyst Rich Greenfield, who has long been critical of Viacom management and has been calling for the company to recombine with CBS, seemingly saw the board transition coming. In a blog post today, Greenfield upgraded Viacom to "buy."
"We believe Viacom's current stock price does not adequately reflect the benefit from a new Board, new management and the protection their distribution footprint would receive from a recombination with CBS," Greenfield wrote.
- read this press release
- read this BTIG blog post (sub. req.)
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This article has been updated with information about Salerno's lawsuit.