Shari Redstone Says CBS Board Member Grabbed Her Face in 'Intimidating' Manner

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.

Also Read: National Amusements Says It 'No Longer Supported' CBS-Viacom Merger Before CBS' 'Unlawful' Move

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.

Also Read: CBS Amends Lawsuit in New Attempt to Dilute Shari Redstone's Voting Power

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.”

9 Biggest Billion-Dollar Entertainment and Media Deals in 2017 (Photos)

While all eyes were on AT&T's $85 billion acquisition of Time Warner, announced in late 2016 but facing an antitrust lawsuit from the Justice Department, there were plenty of other megadeals in media, tech and entertainment that kept investment bankers busy in 2017.

Here are some of the biggest deals of the year:
Getty Images
Disney to acquire most of 21st Century Fox for $52.4 billion

In a massive deal that could change the entertainment industry even more than AT&T-Time Warner, Disney announced plans to acquire Fox's film and TV studios and much of its non-broadcast television business, including regional sports networks and cable networks such as FX, FXX and Nat Geo. Disney would also pick up Fox’s stake in the European pay-TV giant Sky — and be better positioned to win regulatory approval to complete the acquisition of the 61 percent of the company it does not already own.
Discovery Communications agrees to buy Scripps Networks Interactive for $11.9 billion

The merger of two cable powerhouses brings together channels including Discovery, Science, Food Network and HGTV – and could give the combined company a stronger position as pay-TV continues to migrate to the internet.
Discovery/Scripps
Sinclair Broadcast Group agrees to buy Tribune Media for $3.8 billion

This deal, if approved, would give conservative-leaning Sinclair control of 223 stations in 108 markets, including 39 of the top 50, covering 72 percent of households in the country. And it's only possible under rule changes implemented by new FCC Chairman Ajit Pai.
Sinclair/Tribune
Cineworld offers to buy Regal Cinemas for more than $3 billion

After a string of movie theater mergers last year, the sector has quieted down -- along with the box office. And while this isn’t yet a done deal -- or even an accepted offer -- British chain Cineworld made a late November bid of $23 a share for the U.S.’s No. 2 cinema chain.
Cineworld/Regal
Meredith Corp. acquires Time Inc. for $2.8 billion

The magazine megadeal is a sign of changing times in the publishing industry, with the owner of esteemed brands like Time, Fortune and Sports Illustrated selling to the parent of Better Homes and Gardens and Country Life – backed by $650 million from big-time conservative donors the Koch brothers.
Meredith/Time
Verizon acquires Straight Path Communications for $2.3 billion

Straight Path may not be a household name, but it was the subject of a bidding war between AT&T and Verizon. The company is one of the largest owners of millimeter wave spectrum, seen as key to the buildout of 5G networks, which should power much faster mobile internet -- better for video -- in the near future.
Verizon/Straight Path
Disney buys the rest of BAMTech for $1.6 billion

The Mouse House jumped into internet TV in a major way in 2017, announcing upcoming Disney and ESPN-branded streaming services and acquiring the rest of streaming tech company BAMTech to power those products.
Disney/BAMTech
Entercom buys CBS Radio for $1.5 billion

CBS Radio was intended to be spun off from its broadcast parent in an IPO, but instead it was scooped up by a competitor. The combined company, now the second largest radio business in the country, owns and operates 244 stations in 47 markets.
Entercom/CBS Radio
MGM buys the rest of Epix for $1 billion

The independent studio went all in on the pay-TV business, buying the rest of the premium cable network from Viacom and Lionsgate. And that's paid immediate dividends, as MGM's media networks division propelled it to a strong third quarter.
MGM/Epix

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Rewind 2017: Media and content consolidation continued this year

While all eyes were on AT&T's $85 billion acquisition of Time Warner, announced in late 2016 but facing an antitrust lawsuit from the Justice Department, there were plenty of other megadeals in media, tech and entertainment that kept investment bankers busy in 2017.

Here are some of the biggest deals of the year:

View In Gallery

9 Biggest Billion-Dollar Entertainment and Media Deals in 2017 (Photos)

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