Questions loom for overlapping boards
NEW YORK — For a company that’s supposedly splitting into two, Viacom’s two halves look pretty similar at the very top.
Not only will both companies continue to be controlled by chairman Sumner Redstone, but the nine-member boards of the two companies will have four overlapping directors.
Meanwhile, new provisions governing Tom Freston’s film and cable company and Leslie Moonves’ broadcasting powerhouse could make it harder for them to enter each other’s domain — as many believe they eventually will — particularly if they’re after the same deal or the same asset.
Both execs are so competitive and hard charging, however, they may be a match for any bylaws.
According to a massive SEC filing Wednesday, the so-called ‘new’ Viacom, run by Freston, is required “to renounce any interest in any” opportunity presented to CBS Corp. by overlapping directors, officers or controlling shareholders.
CBS Corp.’s certificate of incorporation contains the same stipulation and other “provisions related to corporate opportunities that may be of interest to both” companies, according to the 315-page document.
The preliminary filing details for the first time the executive benches, boards and financial stats of the new entities. It must still be approved by the SEC.
A juicy element still missing is executive compensation, as Viacom hashes out employment agreements with all involved.
The split — which offers current Viacom stockholders half a share of each new company for every one share in hand — is expected by next spring.
Under the heading “risk factors relating to the separation,” the filing notes that “certain members of management, directors and stockholders may face actual or potential conflicts of interest.”
Four members will be on both boards: Sumner Redstone, his daughter Shari Redstone, Viacom’s vice-chairman Philippe Dauman and Frederic Salerno.
The boards were created by carving up Viacom’s current board, which has 12 members. A Viacom rep said each new board will likely bulk up to about that level, and will have a majority of independent directors.
Freston’s executive team includes Carl Folta as exec VP, office of the chairman, a newly created role to work with Freston and Moonves and their staff on cross-company issues. He will have the same title at CBS Corp.
Carole Robinson was named head of corporate communications and Dede Lea head of government relations.
Chief financial officer Michael Dolan will also handle investor relations.
General counsel Michael Fricklas and exec VP of operations Robert Bakish hold the same posts at Viacom.
The board of the new Viacom also includes Freston, George Abrams, Alan Greenberg, Charles Phillips and William Schwartz.
CBS Corp. execs include Fred Reynolds as CFO, Martin Franks as exec VP of government relations, Gil Schwartz as head of corporate communications and Martin Shea as head of investor relations.
Louis Briksman will be general counsel and Susan Gordon controller.
Board members include Moonves, William S. Cohen, David Andelman, Joseph Califano Jr. and Robert Walter.
Underscoring the seismic shift as a giant conglom splits into smaller units, the filing calculated that the new Viacom had about $4.4 billion in pro forma revenue and operating income of $1.2 billion for the six months ended June 30.
Its net earnings from continuing operations were $670 million.
The new CBS posted revenue of $7.1 billion, operating income of $1.3 billion and net earnings from continuing operations of $653 million.
Viacom expects to disclose further details in future filings.
The split, announced earlier this year, is an attempt to boost Viacom’s lagging stock price, strategically, to separate businesses that made sense together. Freston’s new Viacom is dubbed as the fast-growth company, CBS as the slower growth, steady Eddie that pays dividends.