Viacom bylaw change raises bar for Paramount sale

Mon Jun 6, 2016 6:31pm EDT
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By Jessica Toonkel

(Reuters) - Sumner Redstone's National Amusements Inc amended the bylaws of Viacom Inc (VIAB.O: Quote) to require unanimous approval from Viacom's board for any deal related to Paramount Pictures, creating a new hurdle for Chief Executive Philippe Dauman's plan to sell a stake in the movie studio.

The change, effective immediately, was made "to protect long-term interests of stockholders," National Amusements, a privately held movie theater company that owns 80 percent of Viacom's voting stock, said in a news release on Monday.

Dauman is trying to sell a minority stake in Paramount, and has said he expects to announce a deal in June. Sumner Redstone, who sits on Viacom's board, has voiced concern about the idea, according to recent statements issued by a spokesman.

National Amusements "is not opposed to a transaction that would unlock value at Paramount," the company's statement said. But it added that any proposed transaction "should be thoroughly vetted and approved by Viacom's full board, and the rationale for such a transaction should be clearly articulated to Viacom's stockholders in advance."

The move is the latest turn in a power struggle between Redstone's family and company executives over control of the 93-year-old media mogul's business empire amid questions about his mental competence.

Dauman is suing over his removal last month from the Sumner Redstone trust that will eventually control Viacom and CBS Corp (CBS.N: Quote) as well as the National Amusements board.

A Viacom spokesman said the bylaw change was "completely at odds with good corporate governance."

"These illegitimate actions stem directly from the invalid changes made to the National Amusements Inc board," the spokesman said.   Continued...

A woman exits the Viacom Inc. headquarters in New York April 30, 2013. REUTERS/Lucas Jackson/File Photo