Thursday, June 16, 2016

Redstone Moves to Replace Five Viacom Directors, Escalating Battle – New York Times

National Amusements tried to pre-empt those moves on Thursday by filing documents in the Delaware Court of Chancery to validate the actions. Pending a final ruling, the company requested that the court temporarily maintain Viacom's existing board and prohibit the board from "taking any action outside of the ordinary course of business."

Mr. Redstone earlier sent a short letter to Viacom's lead independent director, stating that he no longer trusted Mr. Dauman or those who supported him. "I am determined to act in the best interests of the company and all of its shareholders," Mr. Redstone stated. "I do not trust you or the current board to do the same."

Here's a look at who is in, who is out and who remains on the Viacom board:

Who Is In?

Kenneth Lerer Mr. Lerer is a well-known New York venture capitalist and digital media executive. He is the managing partner at Lerer Hippeau Ventures, which has backed dozens of consumer tech companies including BuzzFeed, BirchBox and Warby Parker. Mr. Lerer also is the chairman of Buzzfeed and on the board of Business Insider.

Previously, Mr. Lerer was chairman and co-founder of the Huffington Post. About 20 years ago, Mr. Lerer's corporate communications firm did work for Mr. Redstone.

Thomas J. May Mr. May lacks the media industry name recognition compared with the other new directors. He is the chairman of Eversource Energy, one of New England's largest energy delivery companies serving Connecticut, Massachusetts and New Hampshire. Mr. May was chief executive of the company from 2012 until he retired in May 2016.

Mr. May also is on the board of Bank of America and the Liberty Mutual Holding Company.

Judith McHale Ms. McHale's career has spanned business and diplomacy. A lawyer by training, she worked as general counsel for MTV Networks in the 1980s. Ms. McHale served as chief executive at Discovery Communications from 1995 to 2006.

Ms. McHale was under secretary of state for public diplomacy and public affairs at the State Department from 2009 until 2011. She now is the chief executive of Cane Investments, a private investment company based in Irvington, N.Y. She also is on the boards of SeaWorld Entertainment, the Ralph Lauren Corporation and Yellow Media Limited.

Ronald Nelson Mr. Nelson's background is a mix of business and media. Mr. Nelson is the executive chairman of Avis Budget Group, the rental car company where he was chief executive from 2006 to 2015. Previously, Mr. Nelson was co-chief operating officer of DreamWorks SKG from 1994 to 2003.

Nicole Seligman Ms. Seligman has worked in journalism, law and business during the course of her career. In the late 1970s, she was the associate editorial page editor of The Asian Wall Street Journal. She later worked as a law clerk to Justice Thurgood Marshall on the Supreme Court and was a partner at the Washington law firm Williams & Connolly, where she represented President Clinton during his impeachment trial.

Ms. Seligman later became president of both the Sony Corporation of America and Sony Entertainment. She stepped down in March.

Ms. Seligman also is on the board of WPP, the world's largest advertising company.

Who Is Out?

Philippe P. Dauman

The embattled chairman and chief executive of Viacom has been on its board since 1987. He formed a close bond with Mr. Redstone in the late 1980s while working as a young corporate lawyer, and that relationship fueled his ascent to the top of the company.

George S. Abrams

Mr. Abrams is the lawyer and longtime confidant of Mr. Redstone and has been a Viacom director since 1987. In May, along with Mr. Dauman, he was ousted from the trust and the National Amusements board, and is challenging the dismissals in a Massachusetts lawsuit.

Frederic V. Salerno

Mr. Salerno* was named Viacom's lead independent director in March and has been on Viacom's board since 1994. He is the retired vice chairman and chief financial officer of Verizon Communications. Until this year, Mr. Salerno was a director of CBS. He is aligned with Mr. Dauman.

Blythe J. McGarvie

Ms. McGarvie* has served on Viacom's board since 2007. She is the former faculty of Harvard Business School; former chief executive of Leadership for International Finance, a consultant group.

William Schwartz

Mr. Schwartz* has served on Viacom's board since 1987. He is a counsel in the New York office of the law firm of Cadwalader, Wickersham & Taft and has known Mr. Redstone for decades. He as dean of the law school at Boston University when Mr. Redstone taught a class on entertainment law there.

Who Stays?

Sumner M. Redstone

In February, Mr. Redstone ceded his positions as chairman of Viacom amid questions from shareholders about his health and competency. He remains chairman emeritus and a director of Viacom and CBS and controls the two companies through National Amusements.

Shari E. Redstone

Ms. Redstone is the long-estranged, recently reconciled daughter of Mr. Redstone. She is the vice chairman of Viacom and CBS; president of National Amusements and managing partner of the venture capital firm Advancit Capital. Ms. Redstone opposes Viacom's leadership and has been accused by Mr. Dauman and his allies of manipulating her father to take control of his companies.

Deborah Norville

Ms. Norville,* the anchor of the newsmagazine TV show "Inside Edition," has been on the Viacom board since 2013. While Ms. Norville is classified as an independent director, her show is produced by CBS, and Mr. Redstone also controls CBS.

Charles E. Phillips Jr.

Mr. Phillips,* the chief executive of Infor Global Solutions, has been on the Viacom board since 2004. Previously, he was president of Oracle.

Thomas E. Dooley

Mr. Dooley is the chief operating officer of Viacom and has been a member of Viacom's board since 2006. He started at Viacom in 1980 and had been part of Mr. Redstone's inner circle since the media mogul took over the company in 1987. Mr. Dooley stands to make as much as $ 63 million if Mr. Dauman is fired as chief executive and the job is not offered to Mr. Dooley.

Cristiana Falcone Sorrell

Ms. Sorrell,* the senior adviser to the chairman at the World Economic Forum, has been a Viacom director since 2013. She is married to Sir Martin Sorrell, chief executive of WPP, the world's largest advertising company, which does business with Viacom.

(* signifies one of the six directors who signed their names to a letter vowing to fight any moves to oust Viacom's board.)

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