10:59am PT by Eriq Gardner
Shari Redstone Takes Aim at CBS COO Joe Ianniello in Lawsuit
Shari Redstone's National Amusements has now filed an amended complaint that seizes upon communications between CBS CEO Leslie Moonves and COO Joe Ianniello. The move comes a couple weeks after her attorneys raised hell in a Delaware court over the use of an ephemeral messaging system by CBS' executive ranks. Her amended lawsuit details conversations between the two in May and places much of the blame squarely on Ianniello's shoulders for the attempt to dilute Redstone's control over CBS in the midst of merger discussions with Viacom. The lawsuit adds a claim of breach of fiducarity duty against Ianniello.
Ianniello wasn't completely absent from Redstone's initial complaint, which came in late May, a couple weeks after CBS filed its own lawsuit and conducted a board meeting with the intent to free itself from Redstone's interference. The original complaint took issue, for instance, with an allegedly unapproved $60 million "golden parachute" for Ianniello should he resign in the event of not being chosen to succeed Moonves as CEO. But the original iteration of the complaint presented Redstone's feelings towards Ianniello somewhat differently.
Moonves "complained that Ms. Redstone disliked Mr. Ianniello," stated the original complaint. "Ms. Redstone explained that she did not dislike Mr. Ianniello, and in fact barely knew him, and that she thought Mr. Ianniello was a great COO. She stated that she simply did not believe Mr. Ianniello was the right candidate to be Mr. Moonves’s successor as CEO."
Now, Redstone goes much further.
"Ianniello was aware that Ms. Redstone believed he lacked the requisite capabilities to succeed Mr. Moonves as CEO, a position Mr. Ianniello has long and openly desired," states the amended complaint. "Motivated by personal ambition and disdain for CBS’s controlling stockholder, Mr. Ianniello assisted and encouraged the Director Defendants to breach their fiduciary duties by declaring the unlawful dilutive dividend designed to seize NAI’s voting control."
The new claim that Ianniello breached his fiduciary duties "motivated by his personal ambition to become CEO of CBS" comes after months of discovery.
Both sides have complained about not getting enough from the other. On CBS' end, its lawyers have been raising concerns about the intent of Sumner Redstone and have even suggested a new deposition with him.
Meanwhile, Shari Redstone in July accused CBS executives of destroying evidence and using an application called TigerText — which deletes messages after a set time — for official company business.
In an emergency motion that demanded the impounding of electronic devices, the content of recovered messages was redacted. Redstone's amended lawsuit continues to keep confidential most of the TigerText communications between Moonves and Ianniello, but describes messages in very general terms. For instance, the two are said to have used TigerText for discussions about a potential merger with Verizon.
More significantly, at least as it relates to the fiduciary duty claim, Redstone's amended lawsuit gives attention to what Ianniello and Moonves "tigertexted" each other shortly before CBS filed its original lawsuit.
According to the amended complaint, "In the days leading up to May 14, Mr. Ianniello actively encouraged Mr. Moonves to take the unlawful and unjustified actions against NAI, including by falsely claiming NAI was planning to remove members of the Board."