Viacom board vows to f ight

Members say they will contest any board removals in court.

Gearing up for a battle for control of media company Viacom Inc., board members took the unusual step Monday of vowing to fight an expected campaign by Sumner Redstone and his family to shake up the board.

In a letter to shareholders and employees, Viacom’s lead independent director Frederic Salerno said the board would fight any board removals in court in Delaware, where Viacom is incorporated.

Sumner Redstone and his family are at odds with leaders of Viacom, which has seen its stock plummet more than 45% in the last two years. The family controls 80% of the Class A voting shares of Viacom, but their economic stake in the company is about 10%.

Sumner Redstone this month added to his legal team a prominent Los Angeles litigator, Michael Tu, who specializes in securities law — raising the possibility of a legal campaign to dump Viacom Chairman and Chief Executive Philippe Dauman and other members of the board.

“We will contest the purported removal if it comes, because we see that as our responsibility to the noncontrol shareholders of Viacom who own 90% of the equity of the company — and to the legacy of a man we greatly admire and consider a dear friend,” Salerno wrote in Monday’s letter.

Redstone’s daughter, Shari Redstone, is vice chair of Viacom. Some executives believe that she is orchestrating a campaign to get rid of Dauman and others.

A spokesperson for Shari Redstone wasn’t immediately available. A spokesman for Sumner Redstone declined to comment.