Paramount Ordered to Release Board Communications on Skydance Megadeal

Paramount must turn over board-level internal communications relating to Shari Redstone’s ousting of three special committee members that precipitated the studio reaching a deal with Skydance, a court has ruled.

There is a “credible basis to investigate mismanagement or wrongdoing,” wrote Magistrate Judge Christian Wright in the ruling. He added, “Was Redstone simply looking to lessen the discord as the Special Committee went about its business? Or did Redstone act because these directors were a roadblock to a particular deal she wanted to see happen.”

The ruling marks a win for one of several groups of investors who suspect that the deal unfairly benefited Redstone at their expense. They’re pursuing a so-called books and records demand, which typically precede big-payout breach of fiduciary duty lawsuits.

The investors, who include the Metropolitan Water Reclamation District Retirement Fund, believe Redstone steered the sale by exercising improper influence over the special committee’s negotiation of the acquisition in order to block a sale of Paramount in favor of a sale of only National Amusements, the entity through which she controlled the studio. The case concerns the production of informal board materials regarding the departure of three members of the special committee during a sensitive time in negotiations, shortly after which a deal was struck with Skydance.

Redstone’s control over Paramount’s fate rested in the company’s unorthodox ownership structure. National Amusements owned her stake in Paramount with 77 percent of preferential voting shares but roughly five percent of common stock. The sale turned on the completion of a merger between Paramount and National Amusements. Since Redstone would’ve been paid for the sale of all of the holding company, it set up a potential conflict of interest undermining her motive to find a better deal than the one offered by Skydance.

“This is a typical books and records inspection proceeding, seeking documents about events that precede the WBD transaction,” Paramount said in a statement.

In the order, the court held there’s reason to suspect that Redstone interfered with the bidding process. It points to other cases over books and records demands filed by billionaire money manager Mario Gabelli, the largest holder of nonvoting shares, and the Employees’ Retirement System of Rhode Island.

A judge found in the demand being pursued by Gabelli that Redstone “may have been motivated to direct a sale of NAI and perhaps did so.” Those motivations lie in Skydance purchasing National Amusements in addition to acquiring Paramount and agreeing to indemnify Redstone from liability arising from the merger.

Per Friday’s ruling, there’s evidence to believe that Redstone scuttled proposals she didn’t like or diverted bidders to a more favorable deal structure that provided her more benefits. Exhibit A: Redstone essentially had veto power over any potential acquisition even though she wasn’t a member of the special committee. Her preferences were considered and impacted the evaluation of the committee, which was told it had authority to reject bids it was presented, according to the order.

As part of the deal, Skydance gave Redstone “additional payments amounting to hundreds of millions of dollars,” reported The New York Times. She conceded in the article to forcing the special committee members out of Paramount, explaining that some were “too cautious about allowing potential bidders access to Paramount’s books” and “too worried about getting sued.”

Under the order, Paramount must turn over informal board materials, which could include emails and texts between company directors. Investors’ bid for officer-level materials was rejected.

The evidence that’s already been turned over “paint an inaccurate picture of the three directors’ departure from the special committee and Redstone’s role in it, and thus fails to provide accurate details to a key event.”