Viacom just filed an incomplete, but potentially important, bit of information with the SEC regarding the effort by Sumner Redstone-controlled National Amusements to replace five directors — including CEO Philippe Dauman.
The entertainment company says it has been told that each of what it calls the “Purported New Directors” has “an understanding” with the theater chain “concerning indemnification.”
It doesn’t say what the indemnification covers, but seems to suggest that National Amusements is prepared to pick up legal bills for the appointees: Kenneth Lerer, Thomas May, Judith McHale, Ronald Nelson and Nicole Seligman.
The fees could be substantial. Although National Amusements owns 80% of Viacom’s voting shares, giving it the authority to change its board and bylaws, the entertainment company has asked the Chancery Court in Delaware — where it’s incorporated — to block the moves.
It contends that Redstone, 93, is incompetent and being manipulated by his daughter, Shari, who’s Viacom’s Vice Chair. National Amusements says he’s still calling the shots.
The court is hearing arguments today about how quickly it needs to act, and what should happen at Viacom until it does.
Viacom says it will file a report about the newly appointed directors’ connections to, or transactions with, the company “if and when they are confirmed as directors.”
For the time being, they “have not been named to any committees of the Board.”
Viacom adds in today’s filing that it “does not have knowledge as to whether there is any other arrangement or understanding between any of the Purported New Directors and any other person pursuant to which he or she was or is to be selected as a director of Viacom (other than between the Purported New Directors and Viacom, as to which there is no such arrangement or understanding).”
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