'Ms. Redstone has acted to undermine CBS's highly lauded and successful management team in a series of escalating attacks, including by talking to potential CEO replacements without Board approval and deriding executives, ' declares another.
National Amusements could not immediately be reached for comment.
CBS sues Redstone firm over dilutive dividend, endangering Viacom deal
The lawsuit accuses Shari Redstone, president of majority shareholder National Amusements and vice chair of both CBS and Viacom, of neglecting her fiduciary duty by pressing the deal against the will of the board and precipitating a $7-billion drop in CBS' market cap. "These escalating attacks make it hard for management to perform its duties and threatens continuity of management".
The process of diluting the control of National Amusements and thus both Redstones was also addressed in a release sent out by CBS on Monday.
The lawsuit also claims that Ms. Redstone told the CEO of a potential acquirer of CBS that he should not make the offer, "thereby depriving CBS stockholders of a potentially value-enhancing opportunity", which the board or the special committee should have been free to evaluate. CBS has fiercely resisted the deal, arguing that merging with Viacom would drag down the company's value.
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Shares of CBS were up more than 3 percent in morning trade on May 14 while Viacom shares declined almost 7 percent.
The suit, filed with the Delaware Court of Chancery, is seeking to block National Amusements from interfering with a special board meeting.
The suit seeks to push through the issue of a stock dividend that would dilute National Amusements' voting interest from about 79 percent to 17 percent, CBS said in a statement.
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The company is seeking a temporary restraining order "to prevent Ms. Redstone and National Amusements from attempting to replace the board or modify the company's governance documents before any board action taken at the special board meeting becomes effective".
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