Viacom Board Member Sues to Block Ouster by Sumner Redstone

Lead Independent Director Fred Salerno filed papers in Delaware Court Thursday

Last Updated: June 16, 2016 @ 11:28 PM

Frederic Salerno, the Lead Independent Director of Viacom’s Board, has fired back at Sumner Redstone’s attempt to remove him and four other board members including Viacom CEO Philippe Dauman.

Salerno, a decades-long advisor to the 93-year-old mogul, has asked a Delaware court to reverse Thursday decision from National Amusements, Inc — which controls 80 percent of Viacom — to remove and replace the elected members.

National Amusements, led by Redstone and daughter Shari, made good on weeks of speculation that they would flush board members Redstone has said he no longer trusts. The members, including Salerno and Dauman, have openly questioned Sumner’s mental and physical capacity and are currently awaiting a Massachusetts family court decision over the matter.

The suit asks the court “to declare an attempt by Ms. Redstone to remove members of the Viacom through the purported authority of Mr. Redstone is invalid,” the papers read.

Dauman, Salerno, George Abrams, Blythe McGarvie and William Schwartz were removed in the contested order, replaced by Kenneth Lerer, Thomas May, Judith McHale, Ronald Nelson and Nicole Seligman.

“With his decline in health, Shari has placed Mr. Redstone’s decades-long plan to run Viacom as an independently controlled and professionally managed company in jeopardy,” the filings said.

“Sensing an opportunity presented by her father’s severely impaired mental and physical condition, and unsatisfied with the limited role for her at her father’s companies that he envisioned, Shari has implemented a scheme to wrest control of Viacom in contravention of Mr. Redstone’s well-established desires.”

Anticipating a legal fight, National Amusements filed paperwork in a Delaware court seeking approval of the replacements — and requested that the existing board “temporarily” remain in place and be barred from any “action outside of the ordinary course of business” until the board’s composition is settled.

“It will be the responsibility of the newly-constituted Board to evaluate the current management team and take whatever steps it deems appropriate to ensure that Viacom has in place strong, independent and effective leadership,” National Amusements said in a statement.

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