Reports: Viacom Board Prepares to Fight Ouster

CNBC says directors would petition Delaware court to prevent ‘improper’ action by Redstone
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Viacom directors are preparing for the possibility that media mogul Sumner Redstone, on his 93rd birthday, might move to replace the Viacom board with directors he and his daughter Shari Redstone would choose.

Redstone has been at war with Viacom CEO Philippe Dauman, a long-time confidant, over what will happen to Viacom now and after he dies.  Last week, he replaced Dauman and another Viacom director as trustees of the trust that controls his media assets, which also include CBS.

According to CNBC and Fox Business Network, Sumner Redstone could notify Viacom’s directors that he’s calling a shareholder meeting to replace the board. With Redstone and his daughter controlling about 80% of the voting power, the outcome would be a foregone conclusion.

A spokesman for Redstone, responding to questions about his plans for Viacom's board and its CEO, said "Sumner Redstone will make every decision with the same deliberation and consideration with which he removed Phillippe Dauman and George Abrams as trustees, based on the best interests of shareholders."

CNBC’s David Faber said that in response, the Viacom board would file an emergency petition to a court in Delaware, where Viacom is incorporated, to challenge what it would consider an improper action.

Dauman has challenged his removal as a director with a lawsuit filed in Massachusetts. On Wednesday he asked that the matter be expedited.

Redstone has asked that the board provide him with a review of the struggling company’s plans to right itself. He has also objected to Viacom’s plan to sell a stake in Paramount Pictures.

Viacom’s lead independent director has requested a meeting with Redstone.

Between the latest bits of intrigue between Viacom's controlling shareholder and its board, and the signing of a new carriage deal for Viacom's cable channels on Cox systems, Viacom shares were up  nearly 5% in afternoon trading Friday.

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