Shari Redstone has pushed for the removal Charles Gifford from CBS’s board of directors after she said Gifford acted “in an intimidating and bullying manner” on two occasions in the last two years, according to a new court filing from the Redstone family company, National Amusements.
According to the new complaint, filed with a Delaware court on Tuesday, Gifford in one instance grabbed Redstone by the face and directed that she listen to him.
Gifford, chairman emeritus of Bank of America since 2005, joined the CBS board in 2006.
The jarring claim stood out in the filing, which pushed back against CBS’ effort to dilute NAI’s nearly 80 percent control of the company.
Gifford’s continued presence on the CBS board was a “principal open issue” when Redstone met with CBS CEO Les Moonves earlier this month to discuss a potential CBS-Viacom merger, according to the filing.
Redstone had raised concerns about Gifford on multiple occasions, according to the filing, and his presence on the board of a combined CBS-Viacom was a linchpin issue.
“Ms. Redstone again reiterated her discomfort with Mr. Gifford’s continuing service on the CBS Board. Ms. Redstone explained that, on two occasions in 2016 and 2017, Mr. Gifford had acted in an intimidating and bullying manner, including on one occasion by grabbing her face and directing her to listen to him,” National Amusements said in the filing.
“Ms. Redstone proposed that the matter be handled privately and discreetly by not nominating Mr. Gifford to the board of the new combined company or, in the event of no merger, by not including him in the CBS- recommended slate.”
In the filing, National Amusements said that upon hearing Redstone was upset by his conduct, Gifford told her that was how he treats his daughters when he wants their attention and that he meant no offense. Redstone clarified she was not his daughter, but instead the vice chairwoman of CBS.
CBS, in its lawsuit against Redstone and National Amusements, has voice concerns that Redstone would move to replace members of the CBS board in order to push through a merger with Viacom. It’s unclear whether any of those concerns stem from conversations around tensions with Gifford.
The media company responded to Redstone’s claim, calling it a baseless personal attack simply attempting to rid ownership of a director it disagrees with.
“Ms. Redstone’s issue with Mr. Gifford is that he has always operated by an entirely different definition of what it means to be an independent director — namely to act in the best interest of all CBS shareholders,” CBS said in an emailed statement to TheWrap. “As a result of Mr. Gifford’s steadfast belief in good corporate governance, it is unfortunate and revealing that NAI has resorted to baseless personal attacks that are clearly tied to the execution of Mr. Gifford’s duties in this matter.”