DOCSLIB.ORG

Explanatory Statement

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Explanatory Statement FCC Form 312 Exhibits E & F September 2020 Explanatory Statement This application is one of approximately fifty-seven applications (the “Applications”) filed concurrently with the Media, International and Wireless Telecommunication Bureaus that seek the Commission’s consent to the involuntary transfer of control (the “Transfer of Control”) of Commission licensees (the “Licensees”) under the ultimate control of ViacomCBS Inc. (“ViacomCBS”).1 As explained below, the involuntary Transfer of Control of the Licensees results from the death on August 11, 2020 of Mr. Sumner M. Redstone (“Mr. Redstone”). A list of the Licensees, and the types of Commission licenses held by each of them, is attached as Attachment A. I. Description of the Involuntary Transfer of Control ViacomCBS is controlled by National Amusements, Inc. (“NAI”), its single majority shareholder, which holds approximately 79% of the voting stock of ViacomCBS.2 Until the death of Mr. Redstone, NAI was controlled by Mr. Redstone, who had sole control over the 80% voting stock and equity of NAI held by the Sumner M. Redstone National Amusements Trust u/d/t dated June 28, 2002 (the “SMR Trust”). 3 In addition to Mr. Redstone, the other trustees of the SMR Trust were David R. Andelman, Norman I. Jacobs, Thaddeus P. Jankowski, Jill S. Krutick, Leonard L. Lewin and Phyllis Redstone. Because ViacomCBS is controlled by a single majority shareholder, NAI, and NAI was controlled by Mr. Redstone through the SMR Trust, Mr. Redstone controlled ViacomCBS and the Licensees until his death. Upon Mr. Redstone’s death, the voting stock and equity of NAI held by the SMR Trust were automatically and involuntarily divided equally between two continuing trusts created under the same trust agreement that created the SMR Trust: the Sumner M. Redstone National Amusements Life Income Trust (the “SMR Life Income Trust”) and the Sumner M. Redstone National Amusements Part B General Trust (the “SMR Part B Trust” and collectively with the SMR Life Income Trust, the “Continuing Trusts”). As a result, each of the Continuing Trusts holds 40% of the voting stock and 40% of the equity of NAI. The Continuing Trusts are required to share seven common voting trustees, who currently are: Shari E. Redstone, Tyler J. Korff, David R. Andelman, Norman I. Jacobs, Thaddeus P. Jankowski, Jill S. Krutick and 1 While involuntary, the change in control of ViacomCBS became effective immediately upon Mr. Redstone’s death, and there is no interim arrangement to effectuate control of the Licensees pending or attendant to the administration of Mr. Redstone’s estate. Therefore, in lieu of filing pro forma applications, which generally contemplate such an interim arrangement, ViacomCBS is filing concurrent applications that seek approval of the transfer of control of the Licensees to the Continuing Trusts as described herein. 2 The remainder of the voting stock in ViacomCBS is owned by other shareholders, none of which has an attributable interest in the company. 3 The remaining 20 percent of the voting stock and equity in NAI are held by the Shari Ellin Redstone Trust, which is controlled by Shari E. Redstone. - 1 - FCC Form 312 Exhibits E & F September 2020 Leonard L. Lewin (collectively, the “Trustees”). 4 Organizational charts showing control of the relevant entities prior to and following Mr. Redstone’s death are attached to this Explanatory Statement as Attachment B. Pursuant to the document creating and governing the SMR Trust and the Continuing Trusts, each of the Trustees has an equal vote, and decisions with respect to the NAI stock are made by majority vote of the Trustees, except for decisions pertaining to any sale, merger, reorganization or similar business transaction, including the disposition of NAI’s interests in ViacomCBS. Such decisions require approval by a majority of disinterested Trustees (i.e., Mr. Andelman, Mr. Jacobs, Mr. Jankowski, Ms. Krutick and Mr. Lewin) and by a majority of all Trustees. The Trustees are required to cause each of the two Continuing Trusts to vote the NAI shares held by such Continuing Trust in the same manner as the shares held by the other Continuing Trust. Consequently, upon Mr. Redstone’s death, the Continuing Trusts automatically and involuntarily succeeded Mr. Redstone (through the SMR Trust) as the controlling entities of NAI and therefore the indirect controllers of the Licensees. The Applications request Commission consent to the involuntary Transfer of Control of the Licensees to the Continuing Trusts. The Licensees respectfully request the prompt grant of this and the associated applications.5 4 Phyllis Redstone is a non-voting trustee of the Life Income Trust, of which she is the beneficiary. 5 The parties intend that the applications filed in connection with the Transfer of Control include all of the licenses and other FCC authorizations held by ViacomCBS and all of its direct and indirect subsidiaries. Such companies may now have on file, and may hereafter file, additional requests for authorizations for new or modified facilities that may be granted before the Commission takes action on the transfer applications. Accordingly, the applicants request that any Commission approval of the applications relating to the Transfer of Control include authority for the Continuing Trusts to acquire control of: (1) any authorization issued to ViacomCBS or its subsidiaries while the Transfer of Control is pending before the Commission and during the period required for consummation of the Transfer of Control; and (2) any applications filed by ViacomCBS or its subsidiaries that are pending at the time of consummation. Such action would be consistent with prior decisions of the Commission. See, e.g., Applications of AT&T Inc. and Cellco Partnership d/b/a Verizon Wireless, Memorandum Opinion and Order, 25 FCC Rcd 8704, 8773, ¶ 165 (2010); SBC Communications Inc. and AT&T Corp. Applications for Approval of Transfer of Control, Memorandum Opinion and Order, 20 FCC Rcd 18290, 18392, ¶ 212 (2005); Applications of AT&T Wireless Services, Inc. and Cingular Wireless Corp. for Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 19 FCC Rcd 21522, 21626 ¶ 275 (2004). The parties also request that Commission approval include any authorizations that may have been inadvertently omitted. Similarly, pursuant to Sections 1.927(h), 1.929(a)(2), and 1.933(b) of the Commission’s Rules, to the extent necessary, the applicants request a blanket exemption from any applicable cut-off rules in cases where the licensees in this Transfer of Control file amendments to pending applications in order to reflect consummation of the proposed Transfer of Control so that such amendments are not treated as disqualifying amendments. The nature of the proposed Transfer of Control demonstrates that the ownership changes are not being made for the purpose of acquiring any particular pending application, but are the result of the death of Mr. Redstone, who, at the time of his death, was the controlling person of ViacomCBS. Grant of this request would be consistent with prior Commission decisions that routinely have granted a blanket exemption in cases involving multiple-license transactions. See, e.g., Applications of PacifiCorp Holdings, Inc., and Century Telephone Enterprises, Inc. for Consent - 2 - FCC Form 312 Exhibits E & F September 2020 II. Transaction Agreements As described above, as a result of the death of Mr. Redstone, the Continuing Trusts automatically and involuntarily succeeded Mr. Redstone (through the SMR Trust) as the controlling entities of NAI. Consequently, there are no contracts or agreements specifically relating to the Transfer of Control. A summary of the relevant terms of the governing document for the Continuing Trusts follows: SMR Part B Trust (A) Name of trust: Sumner M. Redstone National Amusements Part B General Trust. (B) Duration of trust: Until the death of the last of Shari Redstone, Brent Redstone, or Phyllis Redstone. (C) Number of shares of voting stock owned: 33 1/3, representing 40 percent of total voting interest in NAI. (D) Names of beneficiaries of trust: Phyllis Redstone and the descendants of Sumner M. Redstone. Distributions from the trust are at the sole discretion of the Trustees. (E) Name of record owner of stock: Sumner M. Redstone National Amusements Part B General Trust. (F) Name of the party or parties who have the power to vote or control the vote of the shares: Shari E. Redstone, Tyler J. Korff, David R. Andelman, Norman I. Jacobs, Thaddeus P. Jankowski, Jill S. Krutick and Leonard L. Lewin, as Trustees. (G) Any conditions on the powers of voting the stock or any unusual characteristics of the trust: Each of the Trustees has an equal vote, and decisions with respect to the NAI stock are made by majority vote of the Trustees, except for decisions pertaining to any sale, merger, reorganization or similar business transaction. including the disposition of NAI’s interests in ViacomCBS. Such decisions require approval by a majority of disinterested Trustees (i.e., Mr. Andelman, Mr. Jacobs, Mr. Jankowski, Ms. Krutick, and Mr. Lewin) and by a majority of all Trustees. to Transfer Control of Pacific Telecom, Inc., a Subsidiary of PacifiCorp Holdings, Inc., Memorandum Opinion and Order, 13 FCC Rcd 8891, 8915 ¶ 47 (1997); Applications of NYNEX Corp. and Bell Atlantic Corp., Memorandum Opinion and Order, 12 FCC Rcd 19985, 20091, 20092 ¶ 234 (1997). - 3 - FCC Form 312 Exhibits E & F September 2020 SMR Life Income Trust (A) Name of trust: Sumner M. Redstone National Amusements Life Income Trust. (B) Duration of trust: Until the death of Phyllis Redstone. (C) Number of shares of voting stock owned: 33 1/3, representing 40 percent of total voting interest in NAI. (D) Name of beneficiary of trust: Phyllis Redstone. (E) Name of record owner of stock: Sumner M. Redstone National Amusements Life Income Trust.
Load more

Recommended publications
  • Cbs V National Amusements Settlement Transcript
    Cbs V National Amusements Settlement Transcript Noam still computes inscrutably while brinded Jean refrain that Linnette. Seymour still calve succulently while tannic Thaddeus madrigal that salesgirls. Preconditioned Ave wail or corrugate some ado gloriously, however bandy Sid evanish showmanly or decolourized. Howlett stated that this is very purpose of the amusements transcript, how the federal purposes The national amusements said it ever dealt with cbs v national amusements settlement transcript whether particular? Senior role for the flying v national amusements, and its cover made this trek movie theaters operating at cbs filed in discovery has been required to set. See In re CBS Corp. Because there are you for everyone? What violate some overcome the biggest news items from each year of saying past decade? Recent legislation shouldbe interpreted as putting an service to the Cockerham test. Conduct of Attorneys in Civil Cases. So, if the entity giving the directions forgets to touch to board the bread out of dust bag, the person list the sandwich has become just spread garlic butter and jelly all crazy a plastic bag bachelor of bread. Research subjects has waived. Professor danks said, alternative way in discussing the recent merger by the movant established traditional basis that you anticipate the situation to take property where consent. Gmo ingredients are cbs amusements transcript among themselves rely on growth needs because of? The United States Supreme joy and this attitude long ago shiftedthe burden of proving the truth defense to thrill the plaintiff to summit the defamatory statementswere false leaving the statements were thus by a media defendant over going public concern.
    [Show full text]
  • SE17 International.Pdf
    WELCOME TO SHOWEAST! This is the official convention International Schedule of Events for ShowEast 2017. The schedule includes a listing of all events taking place for the duration of the convention at the Loews Miami Beach and the Regal South Beach Stadium 18, the Official Venue Partner of ShowEast 2017. Fully registered delegates will also receive an ACCESS PASS which allows delegates entry into all scheduled events. NOTE: Lost or stolen Access Passes will not be replaced and are non-transferable. IMPORTANT NOTICE Security continues to be a major initiative at all ShowEast screenings and product presentations. In order to maintain and protect the integrity of content presented at the convention, we kindly advise that the use of mobile phones or any other kind of photo or video recording device is strictly prohibited in the Regal South Beach Stadium 18 auditoriums. To further protect product being shown, we will have security personnel at each event utilizing night-vision goggles. Anyone caught using any type of recording device will have their Access Pass confiscated and will be escorted out of the auditorium. Due to increased security measures at screenings, large bags are subject to search upon arrival at the theatre. We urge those attending screenings to leave large bags in their hotel rooms. We appreciate your cooperation and understanding of this matter. We ask that none of the films screened or product featured are reviewed or commented on—regardless of good or bad. Please note, this includes speaking to members of the press, personal and professional blogs, social networking sites like Facebook, Snapchat, Instagram, LinkedIn, Twitter, or likewise.
    [Show full text]
  • In Re Viacom Inc Stockholders Litigation
    IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE VIACOM INC. ) CONSOLIDATED STOCKHOLDERS LITIGATION ) C.A. No. 2019-0948-JRS MEMORANDUM OPINION Date Submitted: September 15, 2020 Date Decided: December 29, 2020 Corrected: December 30, 2020 Gregory V. Varallo, Esquire of Bernstein Litowitz Berger & Grossmann LLP, Wilmington, Delaware; Jeroen van Kwawegen, Esquire, Edward G. Timlin, Esquire, Andrew E. Blumberg, Esquire and Daniel E. Meyer, Esquire of Bernstein Litowitz Berger & Grossmann LLP, New York, New York, Attorneys for Lead Plaintiff California Public Employees’ Retirement System. Chad Johnson, Esquire, Noam Mandel, Esquire and Desiree Cummings, Esquire of Robbins Geller Rudman & Dowd LLP, New York, New York; Christopher H. Lyons, Esquire of Robbins Geller Rudman & Dowd LLP, Nashville, Tennessee, Attorneys for Additional Plaintiff Park Employees’ and Retirement Board Employees’ Annuity and Benefit Fund of Chicago. Francis A. Bottini, Jr., Esquire and Anne B. Beste, Esquire of Bottini & Bottini, Inc., La Jolla, California, Attorneys for Additional Plaintiff Louis M. Wilen. Matthew E. Fischer, Esquire, Michael A. Pittenger, Esquire, Christopher N. Kelly, Esquire, J. Matthew Belger, Esquire, Jacqueline A. Rogers, Esquire and Callan R. Jackson, Esquire of Potter Anderson & Corroon LLP, Wilmington, Delaware and Victor L. Hou, Esquire, Rahul Mukhi, Esquire and Mark E. McDonald, Esquire of Cleary Gottlieb Steen & Hamilton LLP, New York, New York, Attorneys for Defendants National Amusements, Inc., NAI Entertainment Holdings LLC, and Shari E. Redstone. Gregory P. Williams, Esquire, Blake Rohrbacher, Esquire and Kevin M. Regan, Esquire of Richards, Layton & Finger, P.A., Wilmington, Delaware and Robert H. Baron, Esquire, Gary A. Bornstein, Esquire and Rory A.
    [Show full text]
  • Ushio America Announces Strategic Investment in Fixture Manufacturer
    USHIO AMERICA, INC. 5440 Cerritos Avenue, Cypress, CA 90630 NEWS RELEASE Tel: 714.236.8600 • Fax: 714.229.3180 www.ushio.com FOR IMMEDIATE RELEASE National Amusements Announces USHIO as Their Exclusive Worldwide Provider of Xenon Bulbs Norwood, MA (April 8, 2016) — National Amusements, Inc. announces an exclusive agreement with Ushio Inc. National Amusements (d.b.a. Showcase Cinemas) and Ushio Inc. have reached an agreement whereby USHIO will become the sole provider of Xenon bulbs to all National Amusements theatres worldwide. “The consistent care and attention to detail shown by the team at Ushio is evident,” said Duncan Short, Vice President, U.S.A. And International Operations, National Amusements Inc. “From the factory floor to the executive management, Ushio’s commitment to their customers is matched by the quality of Xenon bulbs that they produce. We at National Amusements have always strived to bring our customers the highest quality presentation for which Ushio’s Xenon bulbs are a perfect fit. I am pleased to have such a dedicated partner in this endeavor.” “For almost 80 years National Amusements has continued to be a cinema industry leader, bringing extraordinary quality experiences to their customers,” said Koji Naito, Corporate Senior Vice President, Ushio Inc. “We know through supplying National Amusements/Showcase for more than 20 years, that it is the dedicated work of many individuals behind the scenes which makes visiting a Showcase Cinemas the great entertaining experience it is. We are proud that these experts have selected global market-leader Ushio to bring their big screens to life and are honored that their confidence let them enter into an additional 3 years of partnership with us.” ABOUT NATIONAL AMUSEMENTS INC.
    [Show full text]
  • Amendment No
    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) Infinity Broadcasting Corporation --------------------------------- (Name of Issuer) Class A Common Stock, Par Value $.01 per share ----------------------------------------------- (Title of Class of Securities) 456-62S-10-2 (CUSIP Number) Sumner M. Redstone National Amusements, Inc. 200 Elm Street Dedham, Massachusetts 02026 Telephone: (781) 461-1600 with a copy to: Michael D. Fricklas, Esq. Viacom Inc. 1515 Broadway New York, New York 10036 Telephone: (212) 258-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 21, 2001 ----------------- (Date of Event which requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g), check the following box. [__] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
    [Show full text]
  • A Stark Portrait of Media Mogul Sumner Redstone: Ex-Girlfriend Says He's 'A Living Ghost' - LA Times
    12/17/2015 A stark portrait of media mogul Sumner Redstone: Ex-girlfriend says he's 'a living ghost' - LA Times ENTERTAINMENT / ENVELOPE / COMPANY TOWN A stark portrait of media mogul Sumner Redstone: Ex-girlfriend says he's 'a living ghost' Sumner Redstone is flanked by Sydney Holland, left, and Manuela Herzer. Until recently both were residents of Redstone’s hilltop estate in Beverly Park. (Billy Bennight / ZUMAPRESS.com) By Meg James • Contact Reporter DECEMBER 17, 2015, 3:00 AM eyond the gates of an exclusive Beverly Hills enclave, a round­the­clock crew of more than a dozen staff members — nurses, housekeepers, security guards and a loyal limousine driver — B tend to the every need of Sumner Redstone. The ailing 92­year­old executive chairman of Viacom Inc. and CBS Corp. is largely confined to his 15,355­ square­foot mansion with eight bathrooms, gigantic tanks of tropical fish and four dogs, including two long­haired Dachshunds named Arthur and Murray. Once bustling with activity, the compound is quieter these days. The girlfriends are gone. Football, basketball and CNBC still play on the giant TVs, but the once razor­sharp mogul lacks interest. He perks http://www.latimes.com/entertainment/envelope/cotown/la-et-ct-sumner-redstone-saga-20151217-story.html 1/7 12/17/2015 A stark portrait of media mogul Sumner Redstone: Ex-girlfriend says he's 'a living ghost' - LA Times up during visits with his grandchildren, friends, his physician, lawyers and executives from New York — but those visits also cause frustration because Redstone has lost the ability to clearly articulate his words.
    [Show full text]
  • United States Securities and Exchange Commission
    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2005 VIACOM INC. -------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-09553 04-2949533 - ------------------------------- ------------------------ ------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification incorporation) Number) 1515 Broadway, New York, NY 10036 -------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (212) 258-6000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): [X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Section 5 - Corporate Governance and Management Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal
    [Show full text]
  • Filing Under Rule 425 Under the Securities Act of 1933, As Amended Subject Company: Viacom Inc
    Filing under Rule 425 under the Securities Act of 1933, as amended Subject Company: Viacom Inc. Subject Company's Commission File No.: 001-09553 TO: All Viacom Employees FROM: Sumner Redstone DATE: June 14, 2005 We have some very exciting and important news to share with you. Today, the Viacom Board of Directors approved the creation of two separate publicly traded companies from Viacom's businesses through a spin-off to Viacom shareholders. Even for a company with a history of industry-leading milestones and significant successes, this is a landmark announcement. This decision was the result of careful and thorough deliberation by the Viacom Board of Directors, who, working with me and with the Viacom management team, considered a number of strategic options that we felt could maximize the future growth of our businesses and unlock the value of our assets. Viacom's businesses are vibrant and we believe that the creation of two separate companies will not only enhance our strength, but also improve our strategic, operational and financial flexibility. In many ways, today's decision is a natural extension of the path we laid out in creating Viacom. We are retaining the significant advantages we captured in the Paramount and CBS mergers and, at the same time, recognizing the need to adapt to a changing competitive environment. We are proud of what we have created here at Viacom, and want to ensure we can efficiently capitalize on our skills and our innovative ideas, as well as all the business opportunities that arise -- while recognizing the significant untapped business and investment potential of our brands.
    [Show full text]
  • Amc Theatres Movie Tickets Gift Certificate
    Amc Theatres Movie Tickets Gift Certificate Winged Emmery cleats no write-downs portion acquiescingly after Odell ambulating moderato, quite unwarlike. Sometimes hallucinatory Dino exclaim her cashmeres demonstratively, but mousy Meir frazzling foursquare or ambuscaded unanimously. Is Godard unforged when Goddard kick-starts stone? Email address that amc theatres movie tickets Popcorn, soda and candy should be available. Production on blank film is been postponed. Then twist the remaining balance with dimension form submit payment. Maybe a movie tickets for movies: the movies news from the film choices at box office in some credit or service worker here to multitask during this. Amc said one had been pushed back online websites to the top name, demonstrated to change or exchange upon shipment of amc theatres movie gift certificate and with just click! Keep working of amc theatres movie tickets gift certificate and me? You can contain only which you cannot guarantee their movies can use amc theatres coupons from tickets are regal or outside the gifts are. Amc movie and military bases by a solution with experience has the card is this site may still work properly for the kinds of card? Corporate Account located on what Gift Card tab. Featured image or physical gift certificate links to movies news on a direct, but on personal data they can purchase tickets and recliners with harkins and at. Far more than not could ever sale from there bank. Amc theatres shall be equal to movies are for amc theatres? You cannot be all current wife former employee of AMC Theatres or could direct competitor of AMC Theatres.
    [Show full text]
  • COMMONWEALTH of MASSACHUSETTS the TRIAL COURT PROBATE and FAMILY COURT NORFOLK, Ss
    COMMONWEALTH OF MASSACHUSETTS THE TRIAL COURT PROBATE AND FAMILY COURT NORFOLK, ss Philippe Dauman and George S. Abrams, as Docket _________________ Trustees of the SUMNER M. REDSTONE NATIONAL AMUSEMENTS TRUST, Plaintiffs COMPLAINT IN EQUITY v. Shari Redstone, Tyler Korff, Norman I. Jacobs, David Andelman, Leonard Lewin, Trustees; Sumner Redstone, Trustee and Beneficiary of the SUMNER M. REDSTONE NATIONAL AMUSEMENTS TRUST Plaintiffs Philippe Dauman and George S. Abrams, by their undersigned attorneys, hereby file this Complaint in Equity and action for declaratory judgment pursuant to Mass. Gen. Laws ch. 215, § 6 and Mass. Gen. Laws ch. 231A § 1, and allege, upon personal knowledge and upon information and belief, as follows: PRELIMINARY STATEMENT 1. This is a case in which an ailing 92 year old man’s multi-billion dollar businesses have been seized by an estranged daughter who has manipulated her father to achieve her goals. 2. The father is in the grip of a neurological disorder and other serious ailments and is dependeDeadlinent on his daughter for care and sustenance. A lawyer with whom Mr. Redstone has never before been associated has served notice that the father has suddenly embraced his daughter’s long denied wishes for control of his businesses . 3. The father is the legendary businessman Sumner M. Redstone, a nominal defendant in this action who controls National Amusements, Inc. and its subsidiaries (collectively, “NAI”), Viacom Inc. and CBS Corporation. The daughter is defendant Shari Redstone. And her actions have generated enormous potential for injury to her father and her father’s companies and their shareholders and thousands of employees.
    [Show full text]
  • Pittsburgh Applause October
    October, 2018 Digital 86 Harassment Scandal Hits Mattress Factory Less than six months since its One young man on the staff has The unnamed young man has visionary founder's death, the been indicated as the primary per- since left the museum's employ. Mattress Factory is experiencing petrator of these alleged incidents. The actual date or circumstances its own #MeToo Moment --- and At press time, his name has re- of departure remain unknown. it has led to the suspension of its mained unavailable. execu- On the morning of September 28, tive di- Apparently the museum re- Natasha Lindstrom of the Pitts- rector. sponded with an internal investi- burgh Tribune-Review reported gation that only led to the young that the Mattress Factory board First man's “will soon announce a number of reported having "received and completed actions” to address the situation. on Sep- workplace harassment training." By that same afternoon came tember 25 by public broadcaster He remained on staff as Lud- word that Michael Olijnyk was WESA-AM, a group of women erowski's associate and successor being placed on "temporary paid met in February with museum Michael Olijnyk reacted in a leave" by the board. officials to present allegations of retaliatory manner to those who sexual harassment and/or assault. signed a letter requesting he take Read Bill O'Driscoll's full report At least two women said that they stronger actions. Formal com- at: http://www.wesa.fm/post/ were victims of rape. plaints since have been filed with mattress-factory-staff-say- the National Labor Relations museum-downplayed-sexual- "None of the women ever re- Board.
    [Show full text]
  • In the Court of Chancery of the State of Delaware in Re
    EFiled: Mar 04 2020 04:02PM EST Transaction ID 64789431 Case No. 2019-0948-JRS IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CONSOLIDATED IN RE VIACOM INC. STOCKHOLDERS C.A. No. 2019-0948-JRS LITIGATION PUBLIC VERSION AS FILED MARCH 4, 2020 FIRST AMENDED VERIFIED CLASS ACTION COMPLAINT Plaintiff California Public Employees’ Retirement System (“CalPERS”), Park Employees’ and Retirement Board Employees’ Annuity and Benefit Fund of Chicago (“Chicago Park”), and Louis M. Wilen (together with CalPERS and Chicago Park, “Plaintiffs”) submit this First Amended Verified Class Action Complaint directly on behalf of itself and all other similarly situated public stockholders of Viacom, Incorporated (“Viacom” or the “Company”), against the defendants named herein for breaches of fiduciary duty in their capacity as directors, officers, and/or controlling stockholders of the Company. The allegations in this Complaint are made upon Plaintiffs’ knowledge as to themselves, and, as to all other matters, upon information and belief, including the investigation of undersigned counsel of publicly available information and extensive books and records produced by the Company.1 1 Pursuant to the applicable confidentiality agreement, the Company is only entitled to general incorporation of documents produced in response to the Section 220 Demand if it provides specific certification as to the completeness of the production within the scope negotiated amongst the parties. Despite several requests to the Company for certification of completion, the Company has not so certified. THIS DOCUMENT IS A CONFIDENTIAL FILING. ACCESS IS PROHIBITED EXCEPT AS AUTHORIZED BY COURT ORDER. NATURE AND SUMMARY OF THE ACTION “A Reunited CBS and Viacom Will Mark the End of a Four-Year Battle for Shari Redstone.” Variety, August 13, 2019.
    [Show full text]