The Paramount board of directors is currently sitting in one of the hottest seats in corporate history. Seriously. If you’ve been following the news about Skydance, Shari Redstone, or the "Office of the CEO," you know this isn't your typical boring boardroom stuff. It's a high-stakes drama that feels more like an episode of Succession than a standard SEC filing.
Power is shifting.
For decades, the Redstone family held the keys to the kingdom through National Amusements Inc. (NAI). But lately, the Paramount board of directors has been forced to navigate a landscape where traditional cable TV is dying, streaming is a money pit, and billionaire David Ellison is knocking on the door with a checkbook. It’s messy. It's complicated. And honestly, it’s a masterclass in how corporate governance actually works when things go south.
The People Behind the Decisions
So, who is actually in the room? As of 2024 and heading into 2025, the makeup of the Paramount board of directors changed significantly. Several long-standing members stepped down amid the merger talks, which is usually a sign of internal friction or a desire to avoid the inevitable legal headaches that come with massive acquisitions.
The heavy hitters remaining have had to balance the interests of Shari Redstone—who holds the majority of the voting power—against the fiduciary duty they owe to the "common" shareholders. That’s a tightrope walk. You have people like Charles Phillips, a former Oracle executive, who has been a steady hand on the board. Then there’s Barbara Byrne, a former vice chairman at Barclays, bringing that deep-level investment banking skepticism to the table.
Why the Board Shrinking Matters
It’s not just about who stayed; it’s about who left. Earlier in the year, four board members—including Dawn Ostroff and Nicole Seligman—opted not to stand for reelection. When nearly a third of a board walks away during a merger negotiation, it sends a massive signal to Wall Street. It tells us that there wasn't a consensus. It tells us that the Paramount board of directors was, at one point, fundamentally divided on whether the Skydance deal was actually good for everyone or just good for the Redstones.
The Skydance Saga and the Board’s Dilemma
The primary job of the Paramount board of directors over the last eighteen months has been simple: find a way out. The company was drowning in debt and its credit rating was getting slashed to junk status.
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Then came David Ellison and Skydance Media.
This deal was weird from the start. Usually, a company just buys another company. Here, Skydance had to buy National Amusements first to get control, and then merge with Paramount. The board had to create a "special committee" of independent directors. This is a crucial legal step. Because Shari Redstone was on both sides of the deal in a way, the independent members of the Paramount board of directors had to prove they weren't just being her rubber stamp.
They looked at Sony. They looked at Apollo Global Management. They even looked at Byron Allen.
The "Go-Shop" Period
One of the most interesting things the board did was insist on a "go-shop" period. This is basically a window where the board can actively look for a better deal even after they’ve said "yes" to someone else. It lasted 45 days. During this time, Edgar Bronfman Jr. threw a wrench in the gears with a last-minute bid. The board had to take it seriously. They spent late nights pouring over his financing. Eventually, they decided Bronfman’s bid didn't have the legs, and they stuck with Skydance. It was a chaotic month that proved the board was, at least on paper, trying to do their due diligence.
The Weirdness of the "Office of the CEO"
Before the merger was finalized, the Paramount board of directors did something truly bizarre: they fired CEO Bob Bakish and replaced him with three people.
Yes, three.
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George Cheeks, Chris McCarthy, and Brian Robbins were dubbed the "Office of the CEO." Imagine trying to run a global conglomerate where you have to ask two other guys before you change the coffee brand in the breakroom. Okay, it's more complicated than that, but the industry laughed. It felt like a placeholder move while the board waited for David Ellison to take the wheel.
This three-headed CEO structure was a direct result of the board's inability to find a single permanent leader who was willing to step into a "lame duck" role during a sale. It showed a board that was focused entirely on the transaction rather than long-term operational stability.
Fiduciary Duty vs. The Redstone Factor
Let’s get real for a second. The biggest criticism leveled at the Paramount board of directors is that they were too beholden to Shari Redstone. In the U.S. corporate world, the board owes a "fiduciary duty" to the shareholders. This means they have to make decisions that maximize value for everyone, not just the person who owns the most voting stock.
Multiple lawsuits were filed by pension funds and individual investors. They argued that the board was ignoring better cash offers—like the $26 billion bid from Apollo and Sony—just because those deals wouldn't give Shari the same premium for her NAI shares.
The board’s defense? They argued that the Skydance deal provided a better long-term future for the company as a whole. They pointed to Skydance's tech capabilities and the infusion of $6 billion in capital. Whether you believe them or not depends on if you think Paramount+ can ever actually beat Netflix.
What Happens Now?
As the Skydance deal moves toward its final closing in 2025, the Paramount board of directors as we know it will effectively cease to exist. A new board will be formed.
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David Ellison will be the Chairman and CEO. Jeff Shell, the former NBCUniversal boss who left that company under a cloud of controversy, will be the President. This new leadership will have to decide which parts of the old Paramount to keep and which to sell off.
The Assets on the Chopping Block
- BET (Black Entertainment Television): The board has been trying to sell this for years.
- Pluto TV: A crown jewel in FAST (Free Ad-supported Streaming TV), but is it enough?
- The Paramount Lot: One of the last great studio lots in Hollywood.
- CBS: Still a cash cow, but for how much longer?
The decisions made by the current Paramount board of directors have set the stage for a total dismantling of the old ViacomCBS empire. They chose the path of "New Media" integration over a simple private equity liquidation.
Why You Should Care
If you're an investor, the board's actions are a cautionary tale about dual-class stock structures. If you're a fan of Yellowstone or Mission: Impossible, the board's decisions dictate whether those franchises stay on one app or get licensed out to the highest bidder.
The Paramount board of directors essentially decided that Paramount couldn't survive alone. They looked at the balance sheets, looked at the declining cable revenue from MTV and Nickelodeon, and decided to hitch their wagon to a younger, tech-focused production company.
It was a survival move.
Actionable Insights for the Future
Watching the Paramount board of directors provides a few key lessons for anyone interested in business or the entertainment industry:
- Watch the "Special Committee": When a company is being sold, the members of the special committee are the only ones whose opinions truly matter for legal reasons. Their independence (or lack thereof) determines the stock's fate.
- Credit Ratings are King: The board's hand was forced largely because S&P Global and Moody’s threatened to downgrade their debt. When interest payments become unmanageable, the board loses its power to say "no."
- The "Office of the CEO" is a Red Flag: Anytime a company replaces a single leader with a committee, it’s a sign of internal paralysis. If you see this in other companies, be wary.
- Content is a Commodity: The board has increasingly moved toward licensing content to rivals (like putting Paramount movies on Netflix). This "arms dealer" strategy is often a precursor to a total sale.
The story of the Paramount board of directors isn't over yet, but the era of Redstone control is. The next time you see a headline about a corporate merger, look past the CEO and see who is actually sitting on the board. They are the ones holding the pen.