Viacom Power Play As Philippe Dauman Protects Severance With “Good Reason” To Resign Letter


Philippe Dauman is still fighting back against attacks on his position at Viacom from Sunmer Redstone and his camp. But if the Chair and CEO has to go, he could be going with a more than $80 million payout.

“In order to preserve his rights under the Employment Agreement, we hereby notify you on behalf of Mr. Dauman that ‘Good Reason’ has been established with effect on June 16, 2016 at the earliest, and that Viacom’s obligation to cure has been triggered with effect today at the earliest,” said a July 15 reservation of rights letters letter to Viacom’s top lawyer from Dauman’s attorney Robert Fleder (read it here). “Mr. Dauman’s effective date of resignation for Good Reason is the later of August 15, 2016 (that is, 31 days after today) or 31 days after the entry of a Final Removal Order; but in each case the resignation shall not take effect on the specified date if he is, or has been, reinstated as Executive Chairman within the applicable 31-day period,” adds the correspondence to Viacom EVP and General Counsel  Michael Fricklas.

The “Good Reason” to resign revealed today in a SEC filing relates to an effort last month by Team Redstone to purge Dauman and others from the company’s board. COO Tom Dooley also could leave, Fleder says, because “the majority of the members of the Board, the Compensation Committee and the Nominating and Governance Committee would no longer be comprised of Original Independent Directors and ‘Qualified Replacement Directors’.”

The exit clauses in their contracts would allow the duo to walk away with about three years in pay and more. That means Dauman could see a check of around $83 million while Dooley could get about $63 million.

Of course, while Dauman has just made the move, he obviously thinks the legal battle between the parties will see him still in his corner office when all is judicially said and done. “Notwithstanding the foregoing, if, prior to the effective date of Mr. Dauman’s resignation, there is an entry of a judicial order from which no appeal may be taken establishing the invalidity of his removal as Executive Chairman of the Board, his resignation of employment shall not take effect,” notes the 2-page letter from Paul, Weiss, Rifkind, Wharton & Garrison LLP.

You might recognize the name of the firm- they are handling the ongoing investigation and review for Fox into claims by Gretchen Carlson that Fox News boss Roger Ailes sexually harassed her. The former Fox & Friends co-host first filed her lawsuit on July 6 – a case that Ailes is trying to get pulled into arbitration based on Carlson’s employment agreement with FNC.

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