In a letter to Viacom Inc. shareholders, lead independent director Frederic Salerno said the company's six independent directors would legally contest any effort to remove them from the 11-member board,
Reuters reported.
Three days earlier, a spokesman for Sumner Redstone, who holds 80% of the voting shares in Viacom and CBS Corp., had said Redstone, 93, was considering ousting Viacom CEO Philippe Dauman and the board, the Reuters article said.
Salerno said the independent directors “feel the responsibility to challenge in court what we honestly believe would be legally flawed removals. That is especially so because the flaw we see would be the inexplicable assertion that Sumner was acting of his own free will and with the mental competency to do so,” the Reuters report said.
According to the Reuters report, Salerno's letter said replacement of the independent directors was “completely inconsistent with Sumner's lifetime commitment to an independent Board” and “equally inconsistent with his stated judgment for many years that his daughter, Shari, should not control Viacom or his other companies.”
An article by
Financial Times
global media editor Matthew Garrahan
said Shari Redstone has been unhappy with Viacom's direction and “has watched from the sidelines since 2014 as Viacom went into a prolonged slump … while Mr. Dauman, one of America's most richly rewarded corporate executives, picked up an average of $85 million a year in pay and stock options between 2011 and 2013.” (Sources: Reuters, May 31, 2016;
Financial Times
, May 28-29, 2016.)
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