Roger Yu

USA TODAY

National Amusements, the theater company controlled by billionaire media mogul Sumner Redstone, said Thursday it has filed legal documents to replace five directors of Viacom's board, including Chairman and CEO Philippe Dauman, a widely expected move that sets the stage for a power struggle at one of the most influential U.S. media companies.

The other Viacom directors who would be removed are lead independent director Frederic Salerno, George Abrams, Blythe McGarvie and William Schwartz.

Redstone and his daughter, Shari Redstone, own National Amusements, the privately held company in Massachusetts that controls 80% of the voting stock of Viacom and CBS Corp. Citing Viacom's sluggish performance in recent years, they've recently made clear their desire to remake Viacom's board and likely remove its current management.

Dauman would remain CEO of Viacom, which owns Paramount Pictures, BET, Comedy Central, MTV and Nickelodeon. But the new board would "evaluate the current management team and take whatever steps it deems appropriate to ensure that Viacom has in place strong, independent and effective leadership," according to a statement from National Amusements. The new board also would elect a new board chair, it said.

If Dauman leaves the company, he's in for a lucrative severance pay. Already one of the highest paid CEOs in the country, he has a severance benefit of about $83 million, according to Bloomberg. COO Tom Dooley could receive about $63 million if he leaves, it said.

After the announcement, shares of Viacom rose nearly 7% Thursday to end at $45.05.

The curious case of Sumner Redstone

It's unclear when the changes would actually go into effect. National Amusements said it filed papers in the Delaware Court of Chancery "to affirm the validity and effectiveness of these actions."

National Amusements said it also requested that the court "temporarily maintain the existing Viacom board in place," pending a final ruling, and "prohibit that board from taking any action outside of the ordinary course of business."

Dauman, Salerno and other board members claim that Redstone, who is in need of around-the-clock care and has difficulty communicating, is not capable of independently making business decisions and that Shari Redstone is unduly influencing her father to regain control of Viacom. Shari Redstone says her father is making his own decisions.

Bracing for Redstone's plans, Dauman and Viacom directors have legally challenged attempts to remove them from their board seats. Salerno said he has filed a lawsuit Thursday in Delaware Chancery Court "seeking an expedited determination that (Shari) Redstone's attempted removal and replacement of Viacom directors is invalid and that the directors elected at the 2016 annual meeting continue to serve."

Viacom's board to fight attempt to drop members

“This is a brazen and demonstrably invalid attempt by (Shari) Redstone to gain control of Viacom and its management in disregard of Sumner Redstone’s wishes," Salerno said in a statement.

The new Viacom directors proposed Thursday are: Kenneth Lerer, managing partner at Lerer Hippeau Ventures and the chairman of BuzzFeed; Thomas May, chairman of Eversource Energy; Judith McHale, CEO of Cane Investments and former CEO of Discovery Communications; Ronald Nelson, executive chairman of the board of Avis Budget Group; and Nicole Seligman, former president of Sony Entertainment.

The new directors are not affiliated with National Amusements, Viacom or Redstone's trust that will control his business interests when he dies or is deemed not mentally capable of running his businesses, National Amusements said. Earlier this year, Dauman and Abrams were removed from Redstone's trust.

The Viacom directors who would remain are: Redstone, chairman emeritus; Shari Redstone, non-executive vice chair; Dooley; Cristiana Falcone Sorrell; Deborah Norville; and Charles E. Phillips, Jr.