Behind the Battle Over the Future of MTV and ‘Big Bang Theory’

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The power struggle over the futures of CBS, home to the most-watched television network in the country, and Viacom, which owns cable channels like MTV and Comedy Central, is marked by family politics, strong egos and relentless competitive pressure.

Shari Redstone, the president of National Amusements, which controls both companies, is in the thick of a public clash with Leslie Moonves, the chief executive of CBS, where Ms. Redstone is vice chairwoman.

She wants to combine CBS and Viacom. He is less enthused.

On Thursday, a Delaware judge handed Ms. Redstone a win. CBS was denied its request for a temporary restraining order that would have barred Ms. Redstone from having what is perceived as outsize influence over a board meeting Thursday evening where members took up a proposal to reduce her voting stake in CBS to about 20 percent from 79 percent.

Eleven board members voted in favor of the plan, and three voted against it. Ms. Redstone claimed victory, saying a bylaw change she had enacted required 90 percent of the board to approve. But the legal fight is far from over.

Central to the conflict are questions about who might join or overtake Mr. Moonves in the leadership suite of the merged business, the price of the deal and whether Ms. Redstone’s proposal is self-serving or benefits CBS’s shareholders.

Here is the cast of characters involved in the current reconciliation drama.

The Brands

VIACOM is a collection of several prominent cable channels — including BET, CMT and VH1 in addition to MTV and Comedy Central — and a movie studio, Paramount Pictures.

Its fortunes have been wilting lately. Nickelodeon, the channel aimed children and teens with hits like “SpongeBob SquarePants,” has rapidly lost its grip on its audience and failed to retain key talent.

And last year, Viacom brought in the seasoned Hollywood insider James N. Gianopulos to try to perk up Paramount Picture’s sagging fortunes, which has relied on aging series like “Transformers,” “Star Trek” and “Mission: Impossible.”

Viacom, once a unit within CBS, was spun off as a public company in 1971. In 1999, it turned around and announced it would acquire its former parent. Viacom and CBS were a single entity until 2006, when Sumner Redstone, the 94-year-old chairman of National Amusements and Ms. Redstone’s father, split them up to try to extract more value.

In 2016, the Redstones backtracked and tried to reunite the company, before eventually giving up that effort.

At the time of the breakup with CBS, Viacom was considered the business with the most promise. But since late 2005, Viacom’s stock price, adjusted for the effect of dividends, is down 5 percent while CBS’s has more than doubled. Viacom now has a $12.1 billion market capitalization.

Robert Bakish, Viacom’s chief executive since late 2016, has guided the company to improve its performance recently. He is a favorite of Ms. Redstone’s, and in her vision of a joined CBS and Viacom he would serve as second-in-command to Mr. Moonves.

CBS is a broadcast ratings powerhouse that, in late April, could boast of having seven of the top 10 prime time shows on television, according to Nielsen data.

CBS’s programming includes entertainment (“The Big Bang Theory”), news (“60 Minutes”) and sports (N.F.L. football, men’s college basketball). Its subscription cable offerings include Showtime and CBS Sports Network. It has a publishing arm that includes Simon & Schuster and a local media branch with dozens of broadcast television stations and local websites.

The company began as a radio network in 1928 when William S. Paley founded the Columbia Broadcasting System. It was purchased in 1995 by Westinghouse Electric and eventually renamed CBS Corp. before being purchased by Viacom. It has a market capitalization of nearly $20 billion.

CBS alleged in its lawsuit that Ms. Redstone last year had warned off the chief executive of a potential acquirer, said to be Lloyd C. McAdam of Verizon Communications, “depriving CBS stockholders of a potentially value-enhancing opportunity.”

NATIONAL AMUSEMENTS, the company that controls Viacom and CBS, was started in 1936 as a chain of movie theaters owned by Sumner Redstone’s father. Based in Norwood, Mass., the company continues to operate more than 950 movie screens.

In 1987, National Amusements acquired Viacom for $3.4 billion in cash and stock following a four-month takeover battle that Mr. Redstone described as feeling like “war.”

A Redstone family trust controls National Amusements and will be responsible for making decisions about Mr. Redstone’s media empire if he dies or becomes incapacitated.

The Players

SHARI REDSTONE is a onetime criminal defense lawyer who has been the president of National Amusements for nearly two decades.

Ms. Redstone, 64, has had a complicated relationship with her father. The two spent several years estranged as they feuded publicly over her place in his empire.

In 2015, they reconciled. Mr. Redstone’s two girlfriends were exiled from his Beverly Hills mansion. The National Amusements and Viacom boards were shaken up.

SUMNER M. REDSTONE The ailing media mogul, known for his daring deal making, gained control of Viacom in 1987 and then completed his purchase of CBS in 2000. In recent years, his poor health forced him to relinquish voting rights at both companies.

In 2015, after she was removed from his home, Mr. Redstone’s former girlfriend Manuela Herzer filed a lawsuit alleging that Mr. Redstone was not mentally fit and that Ms. Redstone had tapped a network of spies to win back her father’s trust. After one day of testimony, upon watching a video of Mr. Redstone saying that he would someday entrust his health care decisions to his daughter, a California judge dismissed the suit.

Mr. Redstone, a Harvard-educated lawyer who once served as an Army cryptographer, has also engaged in bitter battles with family members including his son and his nephew.

LESLIE MOONVES is easily one of the most influential players in the entertainment industry, so recognizable that he occasionally plays himself in cameos on his network’s shows.

After arriving at CBS in 1995 following top executive roles at Warner Bros. Television and Lorimar Television, he led the network from last to first in the ratings with hit shows such as “Survivor” and “Everybody Loves Raymond.” He was quickly promoted through the ranks, becoming president and chief executive of CBS when it split from Viacom in 2006.

In 2016, Mr. Moonves replaced Mr. Redstone as executive chairman at CBS. Later that year, before Mr. Bakish became Viacom’s chief executive, Mr. Moonves was floated as a potential candidate for that position.

Mr. Moonves, 68, wants Joseph Ianniello, his chief operating officer, to hold a similar role at a CBS-Viacom hybrid — a post that Ms. Redstone is said to be eyeing for Mr. Bakish.

Follow Tiffany Hsu on Twitter: @tiffkhsu.

John Koblin contributed reporting.

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