Redstone Ousts Five Viacom Directors for Replacements Including Kenneth Lerer

BuzzFeed Chairman Named Among Those Filling New Vacancies

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A younger, healthier Sumner Redstone at Allen & Co.'s annual conference in Sun Valley, Idaho, in 2000.
A younger, healthier Sumner Redstone at Allen & Co.'s annual conference in Sun Valley, Idaho, in 2000. Credit: Hillary Maybery/Bloomberg News

Sumner Redstone removed five members of the Viacom board Thursday, including CEO Philippe Dauman, as the nonagenarian billionaire reasserts control of the media company and moves closer to eliminating Dauman as CEO.

The other ousted Viacom directors are George Abrams, Blythe McGarvie, Frederic Salerno and William Schwartz, according to a statement Thursday from Mr. Redstone's National Amusements Inc. holding company.

Five new directors were elected in accordance with Viacom bylaws, the company said. They are Kenneth Lerer, chairman of BuzzFeed; Thomas May, chairman of Eversource Energy; Judith McHale, former CEO of Discovery Communications Inc., Ronald Nelson, former co-chief operating officer of DreamWorks SKG, and Nicole Seligman, former president of Sony Entertainment.

Mr. Redstone on Thursday asked the Delaware Chancery Court to issue a declaration that the company had properly removed the five from Viacom's board and validly appointed the new directors.

Mr. Redstone's lawyers are asking a Delaware judge to find that the company's bylaw amendments and delivery of so-called stockholder consents to Viacom's management meant that they new directors "were validly appointed and elected as members of the board."

They also want the judge to find that the refusal of Mr. Daumann and other former directors are improperly refusing "to recognize the corporate changes" that resulted in their ouster, according to court filings.

The case was filed in Delaware because Viacom is incorporated there along with more than half of the U.S.'s publicly traded companies and 63 percent of Fortune 500 firms. The state's corporate laws give directors wide latitude in managing companies and the judges of its chancery court are known for handing down business-savvy rulings quicker than other state judges.

-- Bloomberg News

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