By Joe Flint and Keach Hagey
CBS Corp. alleged that its vice chairman, Shari Redstone, pushed to remove a board member earlier this year after he recorded a meeting with her father, CBS Chairman Emeritus Sumner Redstone, to document his medical condition.
The claim came in a court filing Tuesday as part of CBS's legal battle for control of the broadcaster with the Redstone family's National Amusements Inc., a holding company that has a nearly 80% voting stake.
CBS asked a Delaware judge to allow Mr. Redstone to be deposed in the case or otherwise nullify testimony on his behalf. Mr. Redstone's health has declined so significantly that he cannot speak much beyond grunts, and he has been at the center of years of litigation over his mental capacity, though he hasn't been deemed incapacitated.
Arnold Kopelson, a CBS director and longtime friend of Mr. Redstone, recorded his visit with the 95-year-old media mogul in January to, in his words, "memorialize Mr. Redstone's physical state," according to the filing. CBS said the video shows that Mr. Redstone is "incapable of communicating his views on this case."
"The seriousness of Mr. Redstone's medical condition should not entitle [National Amusements] to offer 'self-serving testimony'" about Mr. Redstone's or National Amusements' intentions that CBS wouldn't be able to prove or disprove, CBS said in its filing.
A National Amusements spokeswoman alleged that Mr. Kopelson's video was recorded secretly in Mr. Redstone's home, in violation of California law, and said the holding company did raise concerns about it. National Amusements "did not ask for Mr. Kopelson to be removed from the CBS board, but did make clear that it would not vote to re-elect him at the annual meeting," the spokeswoman said.
Mr. Kopelson, who isn't standing for re-election to the board this year, couldn't be reached for comment.
The legal fight is just one challenge facing CBS Corp. Its chief executive, Leslie Moonves, is being investigated by the board over allegations that he sexually harassed at least six women over his career and harmed the careers of those who rejected him. Mr. Moonves told the New Yorker, which reported the allegations, that he regretted any behavior that made women uncomfortable but denied retaliating against anyone professionally.
At the heart of the lawsuit in Delaware Chancery Court is CBS's push to dilute National Amusements' voting stake from 80% to around 20% by issuing a dividend to shareholders. Mr. Moonves and other directors opposed a push by Ms. Redstone, National Amusements' president, to merge CBS with sister company Viacom Inc.
The CBS filing is the latest in a series of volleys in the dispute. National Amusements this week alleged in its own filing that CBS executives have deleted "highly relevant documents" in the case through the use of Tiger Text, a messaging app that erases messages after a period. National Amusements asked the court for devices in which the app was used to be impounded so potential evidence can be recovered.
CBS said in a statement that "Tiger Text was implemented by CBS's Information Security Group for cybersecurity reasons following the Sony [Corp.] hack, and was not developed or used for any nefarious or sinister communications as some have alleged."
CBS alleges that National Amusements has been shifting its story about whether Mr. Redstone is in control of his empire. The company points to one filing in May in which National Amusements said Mr. Moonves was upset control had "migrated" from Mr. Redstone to his daughter and more recent filings that suggest "Mr. Redstone has the power to control NAI, and thus ultimately control CBS."
A person close to National Amusements said CBS was misinterpreting a line of its May filing that it has since clarified, noting that control never migrated to Ms. Redstone. The board of National Amusements has always had the power to vote the controlling CBS and Viacom stakes, the person said.
Earlier this year, The Wall Street Journal reported that in 2016, partly in response to questions about Mr. Redstone's mental capacity, National Amusements updated its bylaws to make clear that Mr. Redstone was simply one vote among seven on National Amusements board, despite owning 80% of the holding company's voting shares. It also expanded the list of officers who would sign off on board decisions from just the chief executive, who is Mr. Redstone, to include the president, who is Ms. Redstone.
Mr. Redstone retained the power to replace all National Amusements board members.
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