STICK AND ’STONE
CBS director’s ‘ bullying manner’ alleged in suit
The epic boardroom battle between Shari Redstone and CBS got physical when a board member of the media giant manhandled the 64year-old media heiress, according to fresh courtroom allegations.
In two separate occasions, CBS director Charles Gifford grabbed the media heiress’ face and directed her to listen to him, according to a 66-page lawsuit filed Tuesday in Delaware by National Amusements Inc., the Redstone family concern that owns 80 percent of the voting stock in CBS.
Gifford’s “intimidating and bullying manner” happened in 2016 and 2017, the lawsuit claims.
After the alleged incident, Redstone, the daughter of ailing media mogul Sumner Redstone, decided to handle it “privately and discreetly” by not nominating Gifford to the board of a combined CBS and Viacom should a merger between the companies go through, according to the lawsuit.
After hearing that Redstone was upset, Gifford later “told her that he meant no offense, and that was how he treats his daughters when he wants their attention,” the suit alleges.
In response, “Ms. Redstone clarified that she was not Mr. Gifford’s daughter but instead the Vice Chair of CBS,” according to the suit.
Gifford referred questions to CBS. In a statement, CBS denied Redstone’s claim that Gifford got physical with her.
“Ms. Redstone’s issue with Mr. Gifford is that he has always operated by an entirely different definition of what it means to be an independent director — namely to act in the best interest of all CBS shareholders,” a CBS spokesperson said in a statement.
“As a result of Mr. Gifford’s steadfast belief in good corporate governance, it is unfortunate and revealing that NAI has resorted to baseless personal attacks that are clearly tied to the execution of Mr. Gifford’s duties in this matter.”
While the lawsuit takes aim at Gifford’s reputation, it also targets Les Moonves, the chairman and chief executive of CBS — portraying the media power broker as an overpaid, power-hungry mogul who has tried to undermine Redstone’s clout as CBS’ controlling shareholder.
Moonves was behind the extraordinary vote by the CBS board last week to dilute the Redstones’ 80 percent voting control by issuing a dividend, the suit claims.
Redstone retaliated by amending CBS’ bylaws to block the move. The question of who will control CBS is now in the hands of a Delaware judge — who is expected to rule shortly.
Moonves “has (become) tired of having to deal with a stockholder with voting control and has taken particular umbrage that the exercise of such stockholder’s control has migrated from Sumner Redstone to his daughter, Ms. Redstone,” the complaint alleges.
A rep from CBS shot back, “Today’s reactive complaint from NAI was not unexpected. The amended complaint filed last week by CBS and its Special Committee details the ways in which NAI misused its power to the detriment of CBS shareholders, and was submitted after careful deliberation by all involved. We continue to believe firmly in our position.”
CBS claims Redstone is forcing a merger with Viacom — a coupling, it says, that is not in the best interests of all its shareholders.
NAI also controls Viacom through similar voting shares.