Viacom Lead Director Files Lawsuit To Prevent Attempt To Remove Board Members

(RTTNews) - Viacom Inc.'s (VIAB, VIA) Lead Independent Director of the Board of Directors, Frederic Salerno, filed a lawsuit in Delaware Chancery Court with the support of the independent directors, seeking an expedited determination that Shari Redstone's attempted removal and replacement of Viacom directors is invalid and that the directors elected at the 2016 Annual Meeting continue to serve.

The complaint asks the Delaware Chancery Court to eclare an attempt by Ms. Redstone to remove members of the Viacom through the purported authority of Mr. Redstone is invalid; declare and confirm that the Viacom Board is currently composed of: George Abrams, Blythe McGarvie, Deborah Norville, Charles E. Phillips, Jr., Frederic Salerno, William Schwartz, Christiana Falcone Sorrell, Philippe Dauman, Thomas Dooley, and Shari Redstone and, subject to appropriate judicial or other action, Sumner Redstone.

The complaint asks the Court to enjoin Defendants from taking further wrongful actions under the direct or indirect authority of Sumner M. Redstone; and enter a status quo order during this action, providing that Defendants shall not take any actions that would disrupt the Viacom Board's continuing management of the business and affairs of the Company in the ordinary course.

According to the complaint, the purported removals are inconsistent with Mr. Redstone's long-standing governance plan, which he expressed in repeated public and private comments over the years. This action is the result of undue influence and manipulation. Ms. Redstone has implemented an invalid scheme to wrest control of Viacom. Ms. Redstone's scheme is motivated by her own interests, rather than the interests of Viacom's stockholders as a whole.

According to the complaint, the role Mr. Redstone envisioned for his children was not the role he has played, but rather the role of stockholders with a voice but not control over the oversight functions at the companies. He never intended to vest his family members, and in particular his daughter Shari, with control over the NAI board or the Viacom Board, or the power to replace independent directors. Indeed, he wanted just the opposite.