1. Redstone Amends Viacom Bylaws to Gain Veto on Paramount Sale

    Redstone Amends Viacom Bylaws to Gain Veto on Paramount Sale

    Sumner Redstone’s National Amusements Inc. took steps to keep Viacom Inc. from selling part of Paramount Pictures, the latest escalation in a widening battle for control of the media company being waged by management and its biggest investor...

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    1. While National Amusements is not opposed to a transaction that would unlock value at Paramount, it firmly believes that any proposed transaction should be thoroughly vetted and approved by Viacom's full board, and the rationale for such a transaction should be clearly articulated to Viacom's stockholders in advance.
    2. These illegitimate actions stem directly from the invalid changes made to the National Amusements Inc. board and are completely at odds with good corporate governance.
    3. The majority stockholder has the raw voting power to do that to amend the bylaws, but it is somewhat unusual to amend a bylaw to require a unanimous vote of the board.
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