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National Amusements letter: Doesn't matter if Redstone is incapacitated

Jun. 28, 2016 6:08 PM ETViacom Inc. (VIA-OLD) StockVIA-OLD, VIABBy: Jason Aycock, SA News Editor2 Comments
  • National Amusements (Sumner Redstone's holding company) is keeping up its full-court legal press against the board of Viacom (VIA +2.8%, VIAB +3%) with a new letter to directors expressing concern over actions "antagonistic to the interests of Viacom and its shareholders."
  • "Highly personal and vicious attacks" by ousted Viacom directors including Fred Salerno, George Abrams and Philippe Dauman are not only offensive and unacceptable, the letter says: "More importantly, however, those allegations, even if they could somehow be proven, would have no impact on the legitimacy of National's actions with respect to Viacom."
  • The letter goes on to construct a scenario where even if Redstone is incapacitated, he and Phyllis Redstone are replaced by Shari Redstone and Tyler Korff, and the vote would be the same, even if Dauman and Abrams "could somehow force themselves" back onto the National board. "There is no world in which Mr. Dauman and Mr. Abrams could have vetoed that decision."
  • "The voting shareholders have spoken, and the reaction of the market strongly suggests that the other shareholders agree," the letter concludes. "We urge you to listen."
  • Updated: Viacom responds. "It matters a great deal to Viacom’s shareholders and Viacom’s board if Sumner Redstone lacked capacity or was unduly influenced in the making of recent and dramatic governance changes. Under the law, the implications would be grave if a court were to rule that recent changes were infected by Shari Redstone’s undue influence and any improper acts allegedly in Sumner Redstone’s name. Any ‘vote’ made under these circumstances would be meaningless. Individuals who have taken part in such a scheme could and should be ruled unfit to serve as trustees or board members.”

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