Last week, a statement from Sumner Redstone, issued by his spokesman, said the media mogul was considering replacing Dauman and Viacom’s board of directors.
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“We will contest the purported removal if it comes, because we see that as our responsibility to the non-control shareholders of Viacom who own 90 percent of the equity of the company”, Salerno wrote.
Redstone’s daughter Shari Redstone is vice chair of the media company, which boasts such TV channels as Nickelodeon, MTV, VH1, Comedy Central and BET.
Removing Dauman and the other board members could come next.
Salerno said the board believes that Redstone’s actions are out of character and inconsistent with his prior commitment to ensure that an independent board and professional management remain in place at Viacom after his death or incapacitation.
She adds that the group should spend less time worrying about her, and more on “a long term strategy to increase the value for shareholders and to develop a specific long-term plan to turn around the current state of Viacom”.
Salerno has requested a face-to-face meeting with Sumner Redstone, but has been unable to do so.
“We know that none of us is “entitled” to his or her Board seat”, Salerno wrote.
She tried to convince a Los Angeles probate judge that Redstone was mentally incompetent, but the judge recently ruled that the once-towering titan was believable when he said in a recorded deposition that he wanted Herzer out of his life and his health care decisions. Dauman and Abrams from the family’s holding company, National Amusements Inc., and the trust that will oversee Mr. Redstone’s controlling stakes in Viacom and CBS Corp. when he dies or is incapacitated.
Earlier this month, he removed Dauman and Viacom board member George Abrams from the seven-person trust that will control the shares after Redstone exits.
The letter revealed the directors will raise a legal challenge in DE, where Viacom is incorporated, should a move be made to remove them from the Viacom board.
“Acquiescence is appealing – it would remove some of the antagonism and public controversy, and avoid contentious and time consuming litigation”, Salerno wrote.
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Viacom’s letter, which was written by Frederic Salerno, the board’s lead independent director, strongly suggested that the directors do not believe Sumner Redstone is really behind the recent chain of events.
