(Bloomberg) -- Shari Redstone, head of CBS Corp.’s controlling shareholder, said fellow CBS director Charles Gifford once grabbed her face and directed her to listen to him, according to part of a new complaint filed Tuesday.
Redstone, who’s jousting with CBS Chief Executive Officer Leslie Moonves over the fate of the owner of the U.S.’s most-watched prime time network, said in Tuesday’s countersuit she went to Moonves and another CBS director with complaints about Gifford’s conduct that never drew a response.
National Amusements Inc.’s complaint accused Gifford of acting “in an intimidating and bullying manner” on two occasions in 2016 and 2017. In one instance, the former Bank of America Corp. executive tried to make his point by “grabbing her face and directing her to listen to him,” according to the suit.
After hearing Shari Redstone was upset, Gifford told her that “he meant no offense, and that was how he treats his daughters when he wants their attention,’’ NAI’s lawyers noted in a footnote in the suit. “Ms. Redstone clarified that she was not Mr. Gifford’s daughter, but instead the vice chair of CBS.’’
CBS officials said Shari Redstone’s issue with Gifford was that he has always acted in the best interest of all CBS shareholders.
“As a result of Mr. Gifford’s steadfast belief in good corporate governance, it is unfortunate and revealing that NAI has resorted to baseless personal attacks that are clearly tied to the execution of Mr. Gifford’s duties,” a CBS spokesman said in an emailed statement.
Redstone also suggested to other CBS board members that Gifford not be re-nominated for his seat because of his interactions with her, the suit said.
While Moonves and CBS Director Richard Parsons promised to get back to Shari Redstone about Gifford’s board status, there’s no indication in the complaint that the duo of directors responded to the suggestion that their colleague not be reappointed.
Shari Redstone’s allegations of a physical confrontation between directors of a Fortune 500 company such as CBS are unheard of, said Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.
“I’ve been in very heated board meetings and I’ve never seen anyone touch another person in an offensive way,” said Elson, who served as a director of Bob Evans Restaurants Inc. and Sunbeam Corp.
Getting physical with a director to make a point “probably doesn’t meet the standard of what we’d consider good governance,” added Larry Hamermesh, a Widener University professor who specializes in Delaware corporate law.
“I’d have misgivings about having someone on the board that thought that conduct was acceptable,” Hamermesh said.
The case is CBS v. National Amusements Inc., No. 2018-0342, Delaware Chancery Court (Wilmington).
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