Report: Viacom CEO, board members could be replaced

Shares of Viacom Inc. rose more than 4% Friday after CNBC reported that some Viacom board members believe they and CEO Philippe Dauman could be replaced as early as Friday by former chairman and controlling shareholder Sumner Redstone.

The stock closed Friday up $1.71 to $44.24.

"There's the possibility that Sumner Redstone...could change the composition of the board of directors," reported CNBC reporter David Faber Friday. "That would be done by calling a meeting of shareholders...If that were to take place, they could immediately throw out the board, including Chairman and CEO Philippe Dauman."

Fox Business Network reported Thursday that Viacom’s board of directors has prepared legal documents to challenge the possible removal of Dauman. A move by Shari Redstone, Redstone's daughter, to oust Dauman “could come any day,” it reported.

Viacom, which owns Paramount Pictures, Comedy Central, BET, MTV, Nickelodeon and other cable networks, declined to comment.

Last week, Redstone replaced Dauman and Viacom board member George Abrams from his trust, which controls the business affairs of the 93-year old media mogul. Dauman and Abrams sued in Massachusetts to block the removal, arguing that Shari Redstone is unduly influencing her father to regain control of the family's business empire. Redstone is in need of around-the-clock and has difficulty communicating.

The first hearing in the Massachusetts case is set for June 7.

Dauman and Abrams were replaced on Viacom's board by Redstone's oldest granddaughter-in-law, Kim‎ Ostheimer, and a family friend, Jill Krutick. Shari Redstone said her father is making his own decisions. Redstone and Shari Redstone own National Amusements Inc., the Massachusetts-based, privately-held theater company that owns 80% of Viacom.

The performance of Dauman, who is one of the highest paid CEOs in the country, has been reviewed poorly by Wall Street analysts and investors, which may explain the stock's surge Friday. While it posted $303 million of net profit for the fiscal second quarter, all major business units of Viacom reported falling revenues for the period due to weak ad sales and sluggish ratings.

"If the current management team is replaced, Viacom’s stock will undoubtedly rise on a short-term basis given investor frustration (over) the company’s operating performance and general absence of fondness among much of Wall Street towards the company and its management," Brian Wieser, an analyst at Pivotal Research Group, wrote in a note to investors earlier this week.

Viacom CEO sues to be restored as Redstone trustee

After controlling the media assets of Viacom and CBS Corp. for decades, Redstone stepped down as chairman and became chairman emeritus at both companies in February. At Viacom, Redstone was replaced by Dauman, a move opposed by Shari Redstone, who said the replacement should have been someone who was not a Redstone trustee. She supported CBS CEO Les Moonves' ascension to CBS' board chairmanship.

Perhaps sensing possible changes at Viacom's management, Viacom's board tried again to arrange a face-to-face meeting with Redstone by sending a letter Thursday to a lawyer representing Redstone.

Viacom director seeks meeting with former chairman Redstone

"We have been trying to schedule a meeting with our friend and fellow director for almost a month," wrote Fred Salerno, the lead independent director and chairman of the governance committee of Viacom's board, to Michael Tu, a lawyer at Orrick, Herrington & Sutcliffe. "We are certainly concerned about him and are eager to talk with him face to face."

Salerno said he wants to exchange "pleasantries about our shared experiences over decades together as colleagues" and conduct a question and answer session to "hear directly from (Redstone) his thoughts" about what he heard at last week’s Viacom strategy meeting.

"Obviously, we are aware of Sumner’s speech issues, so any physical assistance he needs to make his views known to us directly would be appreciated," he wrote.

Follow USA TODAY media reporter Roger Yu on Twitter @ByRogerYu.