• by Wayne Friedman , June 17, 2016

Responding to Viacom majority shareholder National Amusements’ announcement that it had removed five Viacom directors, lead independent director Frederic Salerno said a lawsuit in Delaware Chancery Court is being filed to stop the action.

In a statement, Salerno said: “With the support of the independent directors of the Board, I am filing today a lawsuit in Delaware Chancery Court seeking an expedited determination that Ms. Redstone's [Shari Redstone, vice chairman of Viacom] attempted removal and replacement of Viacom directors is invalid, and that the directors elected at the 2016 Annual Meeting continue to serve.”

Salerno adds: “This is a brazen and demonstrably invalid attempt by Ms. Redstone to gain control of Viacom and its management in disregard of Sumner Redstone’s wishes and to undermine the current Board’s ability to represent the best interests of all of the stockholders of Viacom.”

Earlier in the day, National Amusements issued a press release that “five members of the Viacom Inc. Board of Directors were removed and five new directors were elected, in accordance with Viacom bylaws.”

National Amusements also said it filed papers in the Delaware Court of Chancery to affirm the validity and effectiveness of its actions.

Those directors departing included: Viacom Chairman/Chief Executive Officer Philippe Dauman, Salerno, George S. Abrams, Blythe J. McGarvie, and William Schwartz.

The five new Viacom directors are: Kenneth Lerer, Thomas May, Judith McHale, Ronald Nelson, and Nicole Seligman.