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Viacom (2005–2019)
Viacom (2005–2019)
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The second incarnation of Viacom Inc. (/ˈvəkɒm/ VY-ə-kom or /ˈvəkɒm/ VEE-ə-kom; a portmanteau of Video & Audio Communications) was an American multinational mass media and entertainment conglomerate with interests primarily in film and television. It was split from the original Viacom on December 31, 2005 alongside the second incarnation of CBS Corporation. The controlling shareholder of both companies was National Amusements, a theater company headed by businessman Sumner Redstone. The split was structured so that the original Viacom changed its name to CBS Corporation and spun out its cable and film interests as a new Viacom.[4][5][6][7][8]

Key Information

The second Viacom operated Viacom Media Networks, through which it controlled approximately 170 networks and reached approximately 700 million subscribers in approximately 160 countries.[9] Viacom's studio assets included Paramount Pictures, MTV Films, and Nickelodeon Animation Studio, as well as a 30% ownership stake in the Rainbow S.p.A. animation studio.[10] CBS Corporation retained the over-the-air broadcasting, television production, pay television subscription service, and publishing assets, which were previously owned by the first Viacom. The second Viacom was the world's ninth-largest media company in terms of revenue and headquartered at One Astor Plaza in Midtown Manhattan, New York City.

Viacom announced its second merger with CBS Corporation on August 13, 2019. The merger was completed on December 4, resulting in the creation of ViacomCBS (later Paramount Global which would later merge with National Amusements and Skydance to form Paramount Skydance Corporation) [11][12][13]

History

[edit]
The evolution of Paramount Skydance
Year Event
1886 Westinghouse Electric Corporation is founded as Westinghouse Electric & Manufacturing Company
1912 Famous Players Film Company is founded
1913 Lasky Feature Play Company is founded
1914 Paramount Pictures is founded
1916 Famous Players and Lasky merge as Famous Players–Lasky and acquire Paramount
1927 Famous Players–Lasky is renamed to Paramount Famous Lasky Corporation; CBS is founded with investment from Columbia Records
1929 Paramount acquires 49% of CBS
1930 Paramount Famous Lasky Corporation is renamed to Paramount Publix Corporation
1932 Paramount sells back its shares of CBS
1934 Gulf+Western is founded as the Michigan Bumper Corporation
1935 Paramount Publix Corporation is renamed to Paramount Pictures
1936 National Amusements is founded as Northeast Theater Corporation
1938 CBS acquires Columbia Records
1950 Desilu is founded and CBS distributes its television programs
1952 CBS creates the CBS Television Film Sales division
1958 CBS Television Film Sales is renamed to CBS Films
1966 Gulf+Western acquires Paramount
1967 Gulf+Western acquires Desilu and renames it Paramount Television (now CBS Studios)
1968 CBS Films is renamed to CBS Enterprises
1970 CBS Enterprises is renamed to Viacom
1971 Viacom is spun off from CBS
1987 National Amusements acquires Viacom
1988 CBS sells Columbia Records to Sony
1989 Gulf+Western is renamed to Paramount Communications
1994 Viacom acquires Paramount Communications
1995 Paramount Television and United Television launch UPN; Westinghouse acquires CBS
1997 Westinghouse is renamed to CBS Corporation
2000 Viacom acquires UPN and CBS Corporation
2005 Viacom splits into the second CBS Corporation and Viacom
2006 Skydance Media is founded as Skydance Productions; CBS Corporation shuts down UPN and replaces it with The CW
2009 Paramount and Skydance enter an agreement to co-produce and co-finance films
2017 CBS Corporation sells CBS Radio to Entercom (now Audacy)
2019 CBS Corporation and Viacom re-merge as ViacomCBS
2022 ViacomCBS is renamed to Paramount Global
2025 Skydance acquires National Amusements and merges with Paramount Global as Paramount Skydance

Early years

[edit]
Final old separate Viacom logo, used from 1990 to 2005

In March 2005, the first Viacom announced plans of exploring the option of splitting the company into two publicly traded companies because of a stagnating stock price[14] and the rivalry between Les Moonves and Tom Freston, longtime heads of CBS and MTV Networks, respectively. Also, the company was facing issues after MTV was banned from producing any more Super Bowl halftime shows after the Super Bowl Halftime Show controversy in 2004.

After the departure of Mel Karmazin in 2004,[15] Sumner Redstone, who served as chairman and chief executive officer, decided to split the offices of president and chief operating officer between Moonves and Freston.[15] Redstone was set to retire in the near future, and a split was seen as a creative solution to the matter of replacing him.[15] It was also intended to provide alternative investments that would be more appealing to investors: one a high cash flow, lower growth company that could afford to pay a substantial dividend and the other a growing company that would have greater investment opportunities and therefore would not be expected to pay a dividend.

The second Viacom was created by Redstone and headed by Freston. It consisted of BET Networks, MTV Networks, and Paramount Pictures.[16] It started trading on January 3, 2006.[17]

2000s

[edit]

In June 2005, Viacom announced its purchase of Neopets, a virtual pet website,[18] along with GameTrailers, GoCityKids, and iFilm. That December, Paramount announced it would acquire DreamWorks Pictures. All indications were that the whole of DreamWorks—both live-comedy film and television studios, albeit not the DreamWorks archive (which was sold to a group led by George Soros in March 2006) nor the animated unit (which was not part of the deal, which would later go on be acquired by Comcast subsidary NBCUniversal in 2016)—would remain owned by Viacom, even though CBS Corporation acquired Paramount's television studio.

In February 2006, Paramount completed the acquisition of DreamWorks.[19] On April 24, Viacom obtained Xfire.[20] In August, Viacom announced that it had acquired Atom Entertainment for $200 million.[21] In September, Viacom acquired game developer Harmonix for $175 million.

In February 2007, Viacom ordered leaked copyrighted video clips be taken off the video-sharing service YouTube for copyright reasons.[22] On February 21, Viacom publicly announced they would be offering free online access to their material through Silicon Valley's distributor Joost.

On May 21, 2007, Viacom entered into a 50–50 joint venture with Indian media company Network 18 to form Viacom 18 which would house Viacom's existing channels in India: MTV, VH1 and Nickelodeon as well as Network 18's Bollywood movie business. All future Viacom content for India and new ventures such as a Hindi entertainment channel and a Hindi movie channel would be housed in this joint venture.

On December 19, 2007, Viacom signed a five-year, $500 million contract with Microsoft that included content sharing and advertisement. The deal allowed Microsoft to license many shows from Viacom owned cable television and film studios for use on Xbox Live and MSN. The deal also made Viacom a preferred publisher partner for casual game development and distribution through MSN and Windows. On the advertisement side of the deal, Microsoft's Atlas ad-serving division became the exclusive provider of previously unsold advertising inventory on Viacom owned websites. Also, Microsoft purchased a large amount of advertising on Viacom owned broadcasts and online networks. Finally, Microsoft would also collaborate on promotions and sponsorships for MTV and BET award shows, two Viacom-owned cable networks.

On December 4, 2008, Viacom announced layoffs of 850 personnel, or 7% of their workforce.[23] At the end of the year, Time Warner Cable (along with partner Bright House Networks) and Viacom's MTV Networks could not come to terms for the renewal of any Viacom channel beyond the end of year.[24][25] Time Warner Cable's operations include New York City and Los Angeles, with Bright House including the Tampa Bay and Orlando markets, both top-20 markets. This blackout was narrowly avoided when a zero-hour deal was reached shortly after midnight on January 1, 2009.[26]

On December 7, 2009, Viacom sold its stake in MTV Brasil to Grupo Abril along with rights to the brand. Details on the deal were not disclosed.[27]

2010s

[edit]

In February 2011, Hulu and Viacom announced the return of The Daily Show with Jon Stewart and The Colbert Report to Hulu, along with shows from the Viacom library. Nickelodeon's shows are not part of this deal.[28] Also that month, Viacom became a co-owner of Rainbow S.p.A., an Italian television studio best known for the Winx Club franchise.[10] Since the purchase, Viacom's Nickelodeon networks have broadcast Rainbow's shows worldwide.[29] Nickelodeon's American studios have also collaborated with Rainbow on multiple productions, including Winx Club and Club 57.[30]

Later, in October 2011, Viacom purchased a majority stake in Bellator Fighting Championships. Spike started to air Bellator in 2013, after the rights to the Ultimate Fighting Championship (UFC) library ended in 2012.[31]

On December 1, 2011, the company stopped trading on the New York Stock Exchange (NYSE) and began listing its securities on Nasdaq instead. The stock ticker symbols are the same as that used while the company was on the NYSE.[32]

On July 10, 2012, during contract negotiations over raising carrier rates the U.S. satellite television provider, DirecTV's executives approached Viacom with a new proposal and a request to continue broadcasting 17 of Viacom's television networks (including Nickelodeon, MTV, Logo, and Comedy Central) during talks, but received no response and thus Viacom ceased transmission to DirecTV's 20 million subscribers.[33] On July 11, in a counter response to DirecTV advising its subscribers to view original programming from the affected networks online, Viacom scaled back access to recent episodes of Viacom-owned program content available to the websites of its networks. Viacom described this as a "temporary slimdown" until a new carriage deal with DirecTV was reached.[34] Viacom and DirecTV reached an agreement on July 20 to return the interrupted programming.[35] In 2012 CEO Phillip Dauman began to report Viacom's intentions to bundle past programming and make it available on-demand via services like Hulu.[36]

On January 22, 2014, Viacom established a marketing division, Viacom Velocity.[37]

On April 1, 2014, Cable One removed 15 channels owned by Viacom (MTV, VH1, Nickelodeon, and TV Land) off after the two companies failed to reach an agreement. Channels were replaced with other networks, including BBC America, Sprout, Sundance TV, IFC, Investigation Discovery, TV One, CMP/TV, National Geographic Channel, and TheBlaze. The change has been deemed permanent.

On May 1, 2014, Viacom announced it had agreed to take over the British broadcaster Channel 5 from Northern & Shell, the media group owned by the British newspaper publisher Richard Desmond. Viacom becomes the first American media company to take over a British broadcaster with a public service remit.[38] The purchase of Channel 5 closed on September 10, 2014.[39]

On October 1, 2014, Suddenlink Communications, removed channels owned by Viacom off after the two companies failed to reach an agreement. Channels were replaced with other networks including Sprout, FXX, Pivot, Uplifting Entertainment, Investigation Discovery, Oprah Winfrey Network, Women's Entertainment, and TheBlaze.

On August 20, 2016, a settlement between Sumner and Shari Redstone and Philippe Dauman was reached that would have him resign as chief executive officer and be replaced with Thomas E. Dooley as interim CEO. Dauman would continue to serve as chairman until September 13.[40] On May 25, 2017, Viacom channels returned to Suddenlink after nearly 3 years of absence.[41]

In November 2016, Viacom bought Argentine television network Telefe.[42] In December 2016, the Viacom board appointed Bob Bakish as acting CEO.[43] His appointment as president and CEO was made permanent on December 12, 2016.[44][45][46] In February 2017, Bakish launched a strategic plan to prioritize Paramount Pictures, BET, Comedy Central, Nickelodeon, Nick Jr. and MTV as Viacom's six "flagship" brands, with Spike being relaunched as Paramount Network in support of this goal. Bakish stated that brands such as CMT, Logo, TV Land, and VH1 would "remain important parts of our network portfolio", and noted that Viacom did not plan to close its smaller channels since they were "very inexpensive" to run.[47][48][49]

In November 2017, Viacom announced the opening of a new digital content division named Viacom Digital Studios. The company has hired former AwesomenessTV chief business officer Kelly Day to lead the studio. Day began her duties on November 20.[50] In February 2018, Viacom announced their plans to acquire the internet video conference VidCon in an effort to reach out to youth audiences (in a similar way to Viacom's Nickelodeon and MTV channels).[51]

In the same month, Viacom announced that they would launch an official Viacom streaming service in fall 2018, in another effort by Bakish to revitalize the company. This streaming service would support ads (similar to Hulu) and was expected to include television series from Viacom Media Networks that have not been available on other services, such as Hulu or Amazon Prime Video.[52][53][54][55] Bakish stated that the streaming service would serve as a "complement" to OTT MVPDs, rather than a replacement.[56]

In April 2018, Viacom hosted its first presentation at the annual Digital Content NewFronts, where they announced new original content for sites such as Facebook, Twitter, and Snapchat. They also announced the expansion of VidCon to London in 2019 at the same conference.[57][58]

On July 25, 2018, Viacom announced that it was in talks to acquire AwesomenessTV for a fraction of the company's $650 million valuation in 2016.[59][60] Two days later on July 27, Viacom officially acquired the company for $25 million. Jordan Levin left his position as CEO of AwesomenessTV following the acquisition.[61][62] In January 2019, Viacom acquired the free ad–supported streaming television (FAST) service Pluto TV for $340 million.[63]

Re-merger deal with CBS

[edit]

On September 29, 2016, National Amusements sent a letter to Viacom and CBS Corporation, encouraging the two companies to merge back into one company.[64] On December 12, the deal was called off.[65]

On January 12, 2018, CNBC reported that Viacom had re-entered talks to merge back into CBS Corporation after the AT&T-Time Warner merger was planned, as well as Disney's proposed acquisition of most 21st Century Fox assets and heavy competition from companies such as Netflix and Amazon.[66] Shortly afterward, it was reported that the combined company could be a suitor for acquiring the film studio Lionsgate.[67] Viacom and Lionsgate were both interested in acquiring The Weinstein Company (TWC) in the wake of sexual abuse allegations against Harvey Weinstein.[68] Viacom was listed as one of 22 potential buyers that were interested in acquiring TWC.[68] They lost the bid, and on March 1, 2018, it was announced that Maria Contreras-Sweet would acquire all of TWC's assets for $500 million.[69][70]

On March 30, 2018, CBS made an all-stock offer slightly below Viacom's market value and insisted that its existing leadership, including long-time chairman and CEO Les Moonves, oversee the re-combined company. Viacom rejected the offer as being too low, requesting an increase of $2.8 billion, and requesting that Bob Bakish be maintained as president and COO under Moonves. It was reported that these conflicts had resulted from Shari Redstone seeking more control over CBS and its leadership.[71][72]

Eventually, on May 14, 2018, CBS Corporation sued Viacom's parent company National Amusements and accused Redstone of abusing her voting power in the company and forcing a merger that was not supported by CBS or Viacom.[73][74] CBS also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders.[75]

On May 23, 2018, Les Moonves explained that he considered the Viacom channels to be an "albatross," and while he favored more content for CBS All Access (now Paramount+), he believed that there were better deals for CBS than the Viacom deal, such as Metro-Goldwyn-Mayer (MGM), Lionsgate or Sony Pictures. Moonves also considered Bakish a threat because he did not want an ally of Redstone as a board member of the combined company.[76]

On September 9, 2018, Moonves left CBS after being accused by twelve women of sexual assault. National Amusements agreed to not propose a CBS-Viacom merger for at least two years after the date of the settlement.[77]

On May 30, 2019, CNBC reported that CBS and Viacom would explore merger discussions in mid-June 2019. CBS's board of directors was revamped with people who were open to a merger. The re-merger was made possible with the resignation of Moonves (who opposed all attempts for a Viacom merger). The talks had started following rumors of CBS acquiring Starz from Lionsgate.[78] Reports say that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies.[79][80] CBS announced to acquire Viacom as part of the re-merger deal for up to $15.4 billion.[81]

On August 2, 2019, it was reported that CBS and Viacom agreed to merge back into one entity. Both companies came to an agreement on the management team for its merger with Bakish serving as CEO of the combined company and president and acting CEO of CBS, as Joseph Ianniello oversees the CBS-branded assets.[82] However, on August 7, 2019, both CBS and Viacom delayed their merger announcement as the two companies reported the quarterly earnings, though the talks about the re-merger continued.[83][84]

On August 13, 2019, CBS and Viacom officially announced their merger; CBS would purchase Viacom and change its name to ViacomCBS (later renamed Paramount Global before merging with Skydance Media and National Amusments to form Paramount Skydance Corporation) Bakish would become president and CEO of ViacomCBS with Ianniello serving as chairman and CEO of CBS, where he would oversee the CBS-branded assets. Shari Redstone would also serve as chairwoman of the new company.[85] On October 29, 2019, National Amusements approved the re-merger deal and expected to close the deal in early December with the recombined company trading its shares on Nasdaq under the symbols "VIAC" and "VIACA".[86] On December 4, the deal was completed.[13]

[edit]

In February 2007, Viacom sent upwards of 100,000 Digital Millennium Copyright Act takedown notices to the video-sharing site YouTube. Of the 100,000 notices, approximately 60–70 non-infringing videos were removed under the auspices of copyright infringement.[22]

On March 13, 2007, Viacom filed a US$1 billion legal claim (Viacom International Inc. v. YouTube, Inc.) against Google and YouTube alleging massive copyright infringement, alleging that users frequently uploaded copyrighted material to YouTube—enough to cause a hit in revenue for Viacom and a gain in advertisement revenue for YouTube.[87] The complaint contended that almost 160,000 unauthorized clips of Viacom's programming were made available on YouTube and that these clips had collectively been viewed more than 1.5 billion times.

In July 2008, the case generated controversy when District Judge Louis Stanton ruled that YouTube was required to hand over data detailing the viewing habits of every user who had ever watched videos on the site.[88] Judge Stanton rejected Viacom's request for YouTube to hand over the source code of its search engine system, saying that the code was a trade secret.[89] Google and Viacom later agreed to allow Google to anonymize all the data before handing it over to Viacom.[90]

On June 23, 2010, Judge Stanton ruled in Google's favor in a motion for summary judgment, holding that Google was protected by provisions of the Digital Millennium Copyright Act, notwithstanding evidence of intentional copyright infringement. Viacom announced its intention to appeal the ruling.[91]

On April 5, 2012, the ruling was overturned by the United States Court of Appeals for the Second Circuit.[92] Writing for a two-judge panel (because Judge Roger Miner had died while the trial was pending) of the Second Circuit, Judge José A. Cabranes concluded that "a reasonable jury could find that YouTube had actual knowledge or awareness of specific infringing activity on its website". Eric Goldman, a professor at the Santa Clara University School of Law, expressed concern that the ruling would negatively affect startups, by making them "more hair-trigger on taking down news or content, for fear that failure to do so will be held against them by content providers".[93]

On April 18, 2013, Judge Stanton issued another order granting summary judgment in favor of YouTube.[94] An appeal was begun, but the week before the parties were to appear in the 2nd U.S. Circuit Court of Appeals, a settlement was announced, and it was reported that no money changed hands.[95] Viacom and its alternative name B_Viacom have since taken to removing videos or blocked countries themselves.

Corporate governance

[edit]

The previous board of directors of Viacom were George S. Abrams, David Andelman, Joseph Califano, Jr., William Cohen, Philippe Dauman, Alan C. Greenberg, Charles Phillips, Shari Redstone, Sumner Redstone (deceased), Frederic Salerno, William Schwartz, and Robert D. Walter.

Following the Viacom/CBS split, the Viacom board consisted of George S. Abrams, Philippe Dauman, Thomas E. Dooley, Ellen V. Futter, Robert Kraft, Alan Greenberg, Charles Phillips, Sumner Redstone (chairman), Shari Redstone (non-executive vice-chair), Frederic Salerno, and William Schwartz. As of 2010, the Board consisted of George Abrams, Philippe Dauman, Thomas E. Dooley, Alan Greenberg, Robert Kraft, Blythe McGarvie, Bob Bakish, Charles Phillips, Shari E. Redstone, Sumner Redstone, Frederic Salerno, and William Schwartz.[96]

See also

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References

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Further reading

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[edit]
Revisions and contributorsEdit on WikipediaRead on Wikipedia
from Grokipedia
Viacom Inc. (2005–2019) was an American multinational conglomerate headquartered in , specializing in programming, , , and . It was formed on December 31, 2005, through the corporate separation of the original Viacom Inc.'s faster-growing cable and film assets from its slower-growth broadcast and radio businesses, which were reorganized as . The split, approved by Viacom's board in June 2005 and driven by controlling shareholder Inc. under , aimed to unlock shareholder value by allowing each entity to pursue distinct strategies amid shifting media landscapes. , a privately held theater chain controlled by the Redstone family, retained majority voting control of both companies post-split, with approximately 71% of Viacom's Class A voting shares. The new Viacom's core assets centered on its expansive portfolio under MTV Networks, which included channels such as , VH1, Nickelodeon, Nick at Nite, , CMT: Country Music Television, Spike TV (later ), TV Land, and international extensions reaching over 160 countries. It also encompassed BET Networks for Black Entertainment Television, the renowned film studio . Additional holdings included digital properties like Neopets (acquired in 2005 for $160 million) and game developer , reflecting early efforts to expand into . By 2019, Viacom's revenue had grown to approximately $12.8 billion, driven by advertising, affiliate fees, and content licensing, though it faced challenges from and streaming competition. Leadership transitions marked significant periods of Viacom's history. , former chairman of Networks, served as the inaugural president and CEO from the company's inception until his abrupt dismissal by Redstone on September 5, 2006, amid criticisms over slow digital adaptation and the failed pursuit of . Philippe P. Dauman succeeded him in September 2006, leading Viacom through a decade of acquisitions and expansions in emerging markets, while navigating tensions with controlling shareholder . Dauman's tenure ended acrimoniously in 2016 following boardroom battles, with Thomas E. Dooley serving briefly as interim CEO before took over as acting president and CEO in November 2016, becoming permanent in 2017. Under Bakish, Viacom restructured by divesting non-core assets like Black Friday and emphasizing streaming partnerships, such as with and All Access. Viacom ceased to exist as an independent entity on December 4, 2019, when it merged with in a $30 billion all-stock transaction, reuniting the companies under the ViacomCBS name (renamed in 2022) to better compete with tech-driven media giants like , , and Amazon. The merger, orchestrated by , created a combined entity with over $30 billion in annual revenue and a vast library of over 140,000 television episodes and 3,600 feature films, positioning it as the fourth-largest U.S. media company by market cap at the time. Despite internal conflicts, including a 2023 shareholder lawsuit settled for $167.5 million over merger disclosures, the union marked the end of Viacom's 14-year standalone era and the revival of a media powerhouse originally forged in the 2000 merger.

Overview and Formation

Background and 2005 Demerger

Viacom originated as a of , incorporated on July 6, 1970, to handle the network's program syndication and operations, which federal regulations at the time prohibited from directly owning. In 1971, spun off Viacom as an independent to comply with these rules, allowing it to expand into cable systems, programming distribution, and later assets. Over the subsequent decades, Viacom grew through acquisitions and launches, including the establishment of key cable networks, positioning it as a major player in media by the late . In 1999, Viacom announced its acquisition of in a $37.3 billion all-stock transaction, which was completed on May 4, , creating Viacom Inc. as a diversified with combined assets in , cable, film, and . The merger integrated CBS's broadcast and radio stations with Viacom's cable properties and , aiming to capitalize on synergies in content production and distribution amid a consolidating industry. By 2005, however, Viacom's had underperformed, trading around $34 per share compared to its peak of nearly $76 in , prompting scrutiny of its mixed portfolio of mature broadcast assets and high-growth cable operations. On June 14, 2005, Viacom's board, led by Chairman , approved a to separate the company into two entities, with the split announced that day and effective December 31, 2005. The transaction divided assets into , encompassing broadcast television (including the network), radio stations, publishing (), and other slower-growth businesses, and a new Viacom focused on faster-expanding cable networks such as , , and , along with . The rationale was to unlock shareholder value by allowing investors to separately assess and invest in the distinct growth profiles, as the conglomerate structure had masked the cable segment's potential amid regulatory and market pressures on . The was executed as a tax-free spin-off, with each outstanding share of original Viacom Class A converting into one share of Class B and one share of new Viacom Class A for every two original shares held; Class B shareholders received equivalent distributions adjusted for voting rights. Trading of the new stocks commenced on the on January 3, 2006, with new Viacom shares opening at approximately $40 and shares at $25.50, reflecting a pre-split Viacom of about $52 billion. retained control of both entities through his family-owned , serving as non-executive chairman.

Initial Organization and Assets

Following the 2005 demerger from , the newly formed Viacom Inc. was structured as a focused emphasizing networks, filmed entertainment, and related assets, with its corporate headquarters located at 1515 Broadway in . The company operated through three primary divisions: (MTVN), which encompassed domestic and international cable programming; BET Networks, dedicated to African American-oriented content; and the Filmed Entertainment segment, including and , a chain of theme parks initially retained as part of the portfolio. , comprising five amusement parks such as Paramount's and Paramount's Great America, was included in the initial assets but represented a smaller portion of operations compared to the cable and film businesses. Viacom's core cable assets were concentrated within MTV Networks and BET Networks, forming the backbone of its high-margin television operations. MTV Networks included flagship channels such as , targeting youth demographics with music videos and reality programming; , focused on and ; , a leading children's network with animated and live-action series; , specializing in satirical and ; Spike, aimed at male audiences with action and sports content; CMT, dedicated to ; and , the first commercial U.S. channel for LGBTQ+ programming. BET Networks, fully owned by Viacom following its $3 billion acquisition of BET Holdings II in January 2001, operated the channel and related properties like BET Jazz. These assets extended internationally through MTV Networks' global arms, which distributed localized versions of channels in over 160 countries, generating additional revenue from licensing and syndication. Viacom also held partial interests in joint ventures for international programming services, though full control was maintained over its primary cable and film entities. Initial leadership was appointed to steer the post-demerger entity, with Thomas E. Freston serving as president and CEO at the company's launch in January 2006, leveraging his prior role as co-president of the pre-split Viacom. Freston, a veteran of MTV's founding, was ousted in September 2006 amid concerns over stock performance, after which was appointed as the new president and CEO, bringing legal and financial expertise from his earlier tenure on Viacom's board since 1987. Financially, Viacom reported total revenues of approximately $11.5 billion in 2006, primarily derived from cable network fees (about 40%), domestic and international (around 30%), and ancillary income from home , , and syndication (the remainder). The company employed approximately 10,600 salaried employees (full-time and part-time) worldwide as of December 31, 2006, supplemented by about 2,200 freelance personnel, reflecting its emphasis on creative and production roles across media operations.

Historical Developments

2006–2009: Growth and Early Challenges

During its initial years following the 2005 demerger, Viacom pursued aggressive expansion in its cable networks segment, launching new channels to diversify its offerings and capture additional subscriber fees and dollars. In 2006, the company introduced MTV Hits as a music video-focused digital channel in the United States, complementing its flagship network and targeting niche audiences with 24/7 video programming. Other launches during this period included HD feeds for key brands like and to capitalize on the growing adoption of . These initiatives contributed to steady subscriber growth, with Viacom's domestic cable networks reaching over 150 million households by 2009. Financial performance reflected this operational expansion, as revenue climbed from $11.47 billion in 2006 to a peak of $14.63 billion in 2008, fueled by rising affiliate fees from cable operators and emerging revenue from licensing. The success of marquee programs played a pivotal role; consistently ranked as 's top-rated series, drawing high viewership among children and generating substantial ad revenue through integrated merchandising tie-ins, while South Park's satirical episodes on maintained strong adult demographics, leading to a landmark 2007 deal that shared digital ad proceeds 50-50 with creators and . International efforts further supported growth, with Viacom acquiring full ownership of its Japan joint venture in September 2006 and forging partnerships for content distribution in , enabling localized programming in emerging markets like and . The period also brought early challenges, including a leadership shakeup in September 2006 when co-president and CEO was ousted by chairman amid concerns over the company's lagging stock performance and strategic direction; , a former executive and board member, assumed the CEO role to refocus on cost efficiencies and digital opportunities. The global of 2007–2008 exacerbated pressures, prompting Viacom to implement cost-cutting measures such as reducing film output at from 25 titles in 2008 to 20 in 2009 and announcing 850 job cuts in late 2008 to save $200–250 million annually. These steps helped mitigate revenue declines, which dipped to $13.62 billion in 2009 amid softer markets, but underscored the vulnerabilities of Viacom's reliance on traditional cable and theatrical revenues during economic downturns.

2010–2016: Expansion and Internal Shifts

During the early , Viacom pursued strategic acquisitions to bolster its international presence and content portfolio. In 2016, the company acquired Argentine broadcaster from for $345 million, gaining access to a leading network reaching 95% of households in a market of 43 million people and enhancing its advertising and programming capabilities in . Earlier efforts included the 2011 purchase of , which expanded Viacom's sports content offerings across its networks. Viacom accelerated its digital adaptation amid the rise of online video platforms. In 2014, it launched Viacom Velocity, a full-service integrated and creative solutions group focused on producing branded , , and strategy to connect advertisers with audiences across social and streaming channels. Complementing this, Viacom expanded partnerships with streaming services, including multi-year content licensing deals with starting in 2011 and renewed in 2012 and 2014, which brought episodes from networks like , , , and to the platform, alongside exclusive streaming rights for shows such as and by 2015. These initiatives represented early experiments in monetizing Viacom's beyond traditional cable, though they faced challenges from fragmented . Financially, Viacom reached a revenue peak of $13.78 billion in fiscal 2014, driven by strong performance in media networks and filmed entertainment, before declines set in due to accelerating trends. By 2015, revenues fell to $13.27 billion, a 3.71% drop, as pay-TV subscriber losses eroded affiliate fees, with the company citing industry-wide shifts toward over-the-top services. Stock performance reflected these pressures, with shares plummeting 21% to $32.86 in February —the lowest since 2010—following disappointing earnings forecasts amid fears. Internally, Viacom navigated governance tensions as Shari Redstone's influence grew through , the family's controlling shareholder with about 80% voting power in Viacom. By 2016, Redstone, as non-executive chair, clashed with CEO over strategy and leadership, leading to Dauman's ouster in a boardroom battle that highlighted her push for operational changes and potential alignment with sister company . This period also saw strategic reviews of assets, including a 2016 effort to secure a minority investor for a stake in to fund digital investments, though no deal materialized at the time. Programming evolved to target younger demographics and diversify content. The 2012 reboot of Teenage Mutant Ninja Turtles on Nickelodeon, following Viacom's 2009 acquisition of the franchise rights, became a hit, with the animated series drawing strong viewership and spawning a 2014 live-action film that grossed $93.7 million globally ($65 million domestically) in its opening weekend. At BET, Viacom emphasized original programming, launching series like The Game and Being Mary Jane in the early 2010s, which boosted ratings and positioned the network as a key producer of premium African American-focused content available across digital platforms.

2017–2019: Re-merger Negotiations

In late 2016, Viacom appointed as its permanent president and chief executive officer, following a period of leadership instability that included multiple interim executives. , who had served as acting CEO since November 2016, focused on fostering collaboration across Viacom's divisions, repairing strained distributor relationships, and streamlining operations to address declining domestic advertising revenues. Under his leadership, Viacom reported adjusted operating income growth of $117 million for 2018, driven by licensing and ancillary revenues, though overall revenue reached $12.94 billion amid challenges from trends. By 2019, Viacom faced intensifying pressures from declining revenues and the rise of streaming services, exemplified by Netflix's dominance in subscriber growth and original content production. These factors, coupled with softening U.S. advertising sales, prompted strategic discussions for a reunion with to create a more competitive media entity capable of investing in direct-to-consumer platforms. , through her control of —the Redstone family's that held significant stakes in both companies—pushed aggressively for the merger, viewing it as essential to consolidate assets and regain scale in a fragmented industry. The merger was announced on August 13, 2019, as an all-stock transaction valued at approximately $30 billion, forming ViacomCBS with combined annual revenues exceeding $28 billion. Under the deal terms, Viacom shareholders received 0.59625 shares of Class B for each share of Viacom Class B , resulting in CBS shareholders owning about 61% of the new company on a fully diluted basis, while Viacom shareholders held the remaining 39%. The transaction, approved by both companies' boards, aimed to generate $500 million in annual cost synergies through efficiencies in programming and operations. Prior to closing, Viacom undertook limited asset adjustments to streamline its portfolio, though no major divestitures like the later 2023 sale of occurred in 2019. The merger received shareholder approvals in September and October 2019, with routine regulatory clearances, including from the FCC, facilitating completion on December 4, 2019. The combined ViacomCBS emerged with enhanced capabilities to compete in streaming, leveraging All Access and Viacom's cable networks to reach over 4.3 billion global TV subscribers. On March 13, 2007, Viacom International Inc. and its subsidiaries filed a lawsuit against YouTube Inc. and Google Inc. in the United States District Court for the Southern District of New York, alleging massive copyright infringement through the unauthorized uploading and viewing of Viacom's content on the platform. The complaint claimed that nearly 160,000 clips from Viacom's programming had been uploaded without permission and collectively viewed more than 1.5 billion times. Specific examples included excerpts from popular shows such as SpongeBob SquarePants, South Park, The Daily Show with Jon Stewart, and various MTV series, which Viacom argued constituted direct and secondary infringement by YouTube's facilitation of user-generated uploads. Viacom sought at least $1 billion in damages, asserting that had engaged in willful infringement by knowingly profiting from and promoting infringing material, thereby inducing users to violate copyrights. The company contended that 's algorithms actively recommended infringing videos and that the platform's executives were aware of the pervasive nature of the violations, disqualifying it from protections under the (DMCA). In response, and argued that they qualified for the DMCA's Section 512(c) safe harbor provision, which shields online service providers from liability for if they lack specific knowledge of infringement and promptly remove material upon notification. They maintained that general awareness of infringing activity did not constitute the "actual knowledge" required to void the safe harbor and emphasized their implementation of a repeat-infringer policy. The district court proceedings advanced slowly amid extensive discovery, including the review of millions of internal emails. On June 23, 2010, Judge Louis L. Stanton granted to , ruling that the platform's automated algorithms did not amount to direct infringement and that it had no actual knowledge of specific Viacom clips, thus qualifying for DMCA safe harbor protection. Viacom appealed to the Second of Appeals, which on April 5, 2012, vacated the dismissal in part, holding that the district had misinterpreted the DMCA's "red flag" knowledge standard—awareness of facts making infringement obvious could potentially disqualify safe harbor eligibility—and remanded for further consideration of whether YouTube's software features induced infringement. However, the appeals court affirmed that YouTube's general knowledge of infringement was insufficient to trigger liability and upheld the adequacy of its repeat-infringer . Following remand, the district court revisited the evidence and, on April 18, 2013, granted YouTube's renewed motion for , determining that even under the clarified "red flag" standard, YouTube lacked awareness of specific infringing Viacom videos and that its software did not materially contribute to the infringements beyond standard hosting functions. The ruling emphasized that Viacom had failed to identify any particular clips where YouTube had the requisite knowledge, reinforcing the DMCA's protection for platforms handling vast user content. The case concluded with a confidential settlement on , 2014, just before a scheduled second appeal hearing, ending seven years of litigation without a final judicial resolution on the merits. While terms were not disclosed, the agreement reflected evolving industry practices, including YouTube's system—launched in 2007 and refined thereafter—which allowed rights holders like Viacom to automatically detect and manage uploads of their material, a tool Viacom had utilized without seeking damages for post-2008 infringements. The lawsuit underscored early tensions between traditional media conglomerates and digital platforms, ultimately bolstering the DMCA safe harbor's role in enabling YouTube's rapid growth while prompting advancements in automated copyright enforcement . In 2013, Systems Corporation filed an antitrust against Viacom in the U.S. District Court for the Southern District of New York, alleging that Viacom engaged in illegal tying and bundling practices by forcing to carry and pay for 14 lesser-viewed channels as a condition for access to popular "must-have" networks like and . The suit claimed these practices violated Section 1 of the Sherman Act by restraining trade and harming competition in the cable programming market. Viacom defended the arrangements as standard industry carriage agreements necessary for , but the case highlighted ongoing tensions in media bundling. The was settled in October 2015, with terms undisclosed, allowing both parties to avoid trial. On the employment front, Viacom faced a class-action filed in 2013 in the U.S. District Court for the Southern District of New York by former unpaid interns at MTV Networks and other subsidiaries, alleging violations of the Fair Labor Standards Act and New York Labor Law for failing to pay minimum wages and for work performed from 2008 onward. The plaintiffs, numbering in the thousands, claimed they handled substantive tasks equivalent to paid positions, such as research, editing, and production assistance, without compensation. Viacom argued the internships provided educational value and complied with Department of Labor guidelines, but the suit drew attention to broader industry practices regarding unpaid labor. The case was settled in March 2015 for $7.21 million, with individual payouts averaging around $505 per academic semester. Viacom also encountered content-related legal challenges, particularly in carriage negotiations. In 2012, carriage renewal talks with led to a 10-day blackout of Viacom channels, including and , affecting about 20 million subscribers amid disputes over affiliate fees; the conflict was resolved with a new multi-year agreement. Although not directly involved in the AutoHop ad-skipping disputes led by broadcast , Viacom's cable channels were affected by similar ad-protection concerns in broader industry litigation. In a related vein, Viacom's 2016 carriage renewal talks with escalated into a public dispute, with Viacom threatening blackout of channels like and over fee increases, ultimately resolved through a multi-year agreement without formal litigation but underscoring tensions over ad revenue and content delivery. These disputes often involved claims of and unfair business practices, reflecting Viacom's aggressive stance on protecting advertising revenue streams. Internationally, Viacom's joint venture in India faced regulatory scrutiny from the (CCI) in a 2017 antitrust investigation for alleged abuse of dominance. The probe, initiated under Section 4 of , examined Viacom18's termination of a distribution agreement with a local party, claiming it leveraged its market position in premium content to unfairly exclude competitors. The CCI dismissed the complaint in December 2017, finding insufficient evidence of dominance or anti-competitive conduct in the relevant market for television distribution. This case highlighted challenges for Viacom's international expansions in emerging markets amid growing antitrust oversight. Regulatory hurdles frequently arose from FCC reviews of Viacom's cable carriage agreements, which often involved complaints from providers about retransmission consent fees and obligations. These reviews underscored Viacom's position as a major player in a highly regulated industry, where carriage disputes impacted millions of subscribers and prompted ongoing FCC scrutiny of dynamics.

Corporate Governance

Leadership Transitions

Following the 2005 demerger from , Tom Freston served as Viacom's initial president and CEO, but his tenure ended abruptly in September when the board, frustrated by the company's underperforming stock price, ousted him after less than a year in the role. Philippe P. Dauman, a longtime Viacom board member and former executive, was appointed as president and CEO on September 5, , succeeding Freston and serving in the position for nearly a . Dauman also assumed the role of executive chairman in February 2016. Dauman's leadership from 2006 to 2016 emphasized cost-cutting measures and investments in to adapt to shifting consumer habits, including expanding revenue and content licensing deals that grew digital earnings to approximately $500 million annually by 2007. However, his era was marred by escalating conflicts with the Redstone family, Viacom's controlling shareholders; tensions peaked in 2015–2016 as , daughter of founder , opposed Dauman's influence over strategic decisions, leading to lawsuits and boardroom disputes. These frictions culminated in Dauman's removal as CEO in August 2016 amid a settlement that granted him a $72 million payout, with him stepping down as non-executive chairman by September 13, 2016. Throughout this period, Dauman prioritized shareholder returns, receiving over $500 million in compensation from 2006 to 2016 despite Viacom's declining stock performance. Sumner Redstone, who had been Viacom's executive chairman since the 2005 demerger, transitioned to non-executive chairman in 2016 as health concerns and family disputes intensified, effectively ceding day-to-day oversight while retaining significant voting power through . Shari Redstone's influence grew markedly after , as she advocated for leadership changes and strategic realignments, positioning herself as a key architect of Viacom's future direction. In late 2016, amid ongoing instability, Bob Bakish was elevated from president and CEO of Viacom's international media networks to acting CEO on November 15, 2016, and confirmed as permanent president and CEO on December 12, 2016, following the collapse of merger talks with CBS. Bakish, a 20-year Viacom veteran, led the company through 2019, focusing on operational efficiencies and forging streaming partnerships, such as content supply deals with Netflix and the 2019 acquisition of Pluto TV to bolster Viacom's presence in ad-supported digital video. His tenure shifted emphasis toward hybrid distribution models, integrating traditional cable assets with emerging online platforms to counter cord-cutting trends.

Ownership and Board Dynamics

During the 2005–2019 period, Viacom's ownership was dominated by Inc. (NAI), the theater chain controlled by the Redstone family, which held approximately 80% of the company's voting power despite owning only about 10% of the equity through a dual-class share structure that amplified the influence of Class A shares. This structure, established at the 2006 spin-off from , ensured the Redstones' de facto control over strategic decisions, including mergers and executive appointments, while allowing public shareholders limited input on major governance matters. The arrangement drew criticism for entrenching family dominance but was defended by NAI as necessary to preserve the company's long-term vision amid media industry volatility. Viacom's board of directors in the 2010s typically comprised 11 to 13 members, blending independent directors with several Redstone allies, such as , who served as non-executive vice chair, and other family-aligned figures like Frederic Salerno. This composition facilitated alignment with NAI's priorities but often sparked tensions with institutional investors seeking greater independence; for instance, the board's frequent inclusion of Redstone loyalists, including as executive chairman until 2016, prioritized family interests over broader shareholder concerns. A pivotal conflict arose in the 2016 , where , then CEO and board member, initially aligned with the Redstones against institutional investors pushing for governance reforms, but the battle escalated as moved to oust Dauman and four other directors; (ISS) recommended voting against Dauman's re-election, citing concerns over board entrenchment and performance issues. Shareholder activism intensified in 2018, with major investors like exerting pressure on Viacom to implement reforms, including enhanced board independence and scrutiny of the dual-class structure amid merger talks with . This push highlighted growing institutional frustration with the Redstones' outsized influence, leading to calls for de-staggered boards and better alignment with . Post-2017, following Sumner Redstone's departure from the board as a voting member, the structure evolved toward streamlining for potential re-merger with , with emphasizing family control while incorporating more professional management elements, such as adding independent directors supportive of consolidation efforts. These dynamics underscored an ongoing tension between entrenched family oversight and demands for accountable, diversified leadership.

References

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