Paramount Global’s board is poised to vote Tuesday on David Ellison’s proposed acquisition of the troubled media company amid divisions among board members that have heightened the level of drama in an already tumultuous sale process. became.
Lead independent director Charles Phillips has long opposed a deal to take control of Ellison’s production company Skydance Media and is expected to vote against the proposed deal, according to two sources familiar with the sale process.
Controlling shareholder Shari Redstone did not attend Tuesday’s meeting. She was instead scheduled to hold a meeting of five independent directors tasked with investigating the financial interests of all Paramount shareholders.
Redstone has long favored Ellison’s approach, believing it was the best option to preserve the media company his family had run for more than 35 years. Any deal would require approval from the Redstone family, as they control a 77% voting stake in the company that owns Paramount Pictures, CBS, BET, MTV and Comedy Central.
The board meeting is scheduled for 11:30 a.m. PT, one of the people said.
A week ago, Paramount Global’s independent directors signaled their approval of Ellison’s bid after a nearly six-month review process that revealed deep divisions within the media company. Phillips, a former executive at Oracle, the company co-founded by David Ellison’s father, Larry Ellison, has long been an “adversary” of the deal, one of the people with knowledge of the matter said.
Earlier this month, four board members retired from the board, leaving only six board members, including Redstone. Tensions over the deal plagued the board all year. In April, Paramount CEO Bob Bakish was ousted. He also opposed the Ellison trade.
Corporate governance experts said the deal would likely invite lawsuits from shareholders because of the Redstones’ outsized influence over the company.
Ellison has been pursuing Paramount since last summer. On Monday, after a weekend of negotiations, attorneys for both sides, Skydance and the Redstone family, had agreed on several key outstanding issues but were still grappling with the remaining parts of the deal, three people familiar with the matter said who were not authorized to comment. The sensitive nature of the talks.
Puck’s Matt Belloni first reported news of the meeting and Phillips’ opposition.
