Viacom independent directors vow to fight any attempted ouster

The battle for power at media group Viacom is heating up, with six independent investors vowing to fight any attempt to oust them.

At stake is the future of the $40 billion broadcast entertainment business that controls hit names like MTV, Nickelodeon and Comedy Central, as well as Hollywood giant Paramount Pictures.

Billionaire Sumner Redstone has fired and replaced two longtime allies at the trust controlling Viacom and CBS, as part of the intensifying fight over who will control the two media companies when the 93-year-old dies.

"We will contest the purported removal if it comes, because we see that as our responsibility to the non-control shareholders of Viacom who own 90 percent of the equity of the company ?- and to the legacy of a man we greatly admire and consider a dear friend," lead independent director Frederic Salerno wrote in a letter to shareholders.

"We can do no less than try to make sure that the fates of Viacom, its majority equity holders and Sumner's legacy are ably represented on their behalf and impartially decided by the courts."

The letter was made public Monday.

Salerno said he and governance and nominating committee chair Bill Schwartz have tried to meet with Redstone for weeks to no avail.

"We feel the responsibility to challenge in court what we honestly believe would be legally flawed removals," he said, writing on behalf of six Viacom board members.

"That is especially so because the flaw we see would be the inexplicable assertion that Sumner was acting of his own free will and with the mental competency to do so."

Redstone has indicated he is weighing the possible ouster of Viacom chief executive Philippe Dauman and the board of directors.

Dauman and Viacom board member George Abrams, whom Redstone removed from a seven-member trust meant to manage his empire if he dies or is declared incompetent, have alleged in a court petition that Redstone is mentally incapacitated and not able to make decisions about his trust.

They accused his daughter Shari Redstone of abusing her power over her father to seize control of Viacom against his longstanding succession plans.

The moves follow a chain of events that began when Shari Redstone won oversight over her father's health care early this month after a court battle with his ex-girlfriend.