Bakish has assembled a team of strong brand-focused executives that are also key players in potential restructuring and consolidation scenarios. That list includes Paramount Pictures chief Jim Gianopulos, MTV/VH1/Logo/CMT Group president Chris McCarthy, Comedy Central/Paramount Network/TV Land president Kent Alterman, Viacom Digital Studios president Kelly Day and Brian Robbins, who was tapped to lead the turnaout at Nickelodeon last October. Sources stressed that questions around potential combinations of overlapping Viacom and CBS production, content and distribution and operations are among the trickiest for the boards to sort out.
CBS has been a pioneer in the direct-to-consumer arena with its CBS All Access and Showtime subscription services, whose growth has significantly exceeded expectations over the past five years. It’s understood that the board’s hope is that CBS Interactive CEO Jim Lanzone will lead the charge to expand those subscription services with IP assets drawn from Viacom’s vault.
Reps for CBS, Viacom and National Amusements declined to comment.
It’s understood that CBS board members have emphasized that an acquisition premium for Viacom is already “baked in” to the stock price that has increased in recent months thanks in part to Wall Street expectations of a reunion with CBS. Longtime Viacom and CBS watcher Michael Nathanson of MoffettNathanson Research on Friday predicted that the final deal will fall into a stock exchange ratio of 0.59 to 0.68 shares of CBS stock for every Viacom share. That would value Viacom shares at $32 to $37 range. The stock closed Friday at $30.49.
Viacom’s board at present stands at nine members while CBS has 11, although controlling shareholder Shari Redstone is a member of both boards in her role as vice chairman and president of CBS and Viacom holding entity National Amusements Inc. Members of the CBS and Viacom board of directors are also grappling with the question of the post-merger board composition. It’s expected that the initial post-merger board lineup may include a seat or two more from the CBS camp given that CBS is the acquiring entity.
Sources cautioned that the discussions remain extremely fluid and none of the scenarios under discussion are set in stone. Sources also said a big complication is the fact that some of the decisions about who does what are inter-connected and thus it’s hard to sort out a final plan until they know the decisions of the key executives whose roles are in play. And sources stressed that as of Friday, no formal offers have been made on management issues.
Wade Davis, Viacom’s executive VP and chief financial officer, has essentially functioned in the role of Viacom’s COO since Bakish was promoted to CEO in December 2016. He was promoted to CFO in 2012. But as the management picture begins to take shape without a clear COO role there is growing speculation Davis will exit, by his own choice, after the merger is complete. Davis has been with Viacom since 2005.
Both companies are set to report quarterly earnings on Aug. Multiple sources close to the situation said the timetable for a deal coming together remains uncertain, although discussions have accelerated in recent days. 8 but sources stressed that the earnings date is not seen as a deadline for reaching a deal.
(Pictured: Viacom's Wade Davis, CBS' David Nevins and Joe Ianniello)” />
Viacom CEO Bob Bakish has a lock on the CEO slot for the combined entity. The question of who would fill the No. But multiple sources familiar with the situation say it is unlikely that the company will have a corporate-level chief operating officer post as has been the tradition at both CBS and Viacom. 2 role as the merger brings together a clutch of strong division heads has emerged as politically touchy, at least in the short term.
and CEO of Showtime Networks, is seen as continuing to run Showtime and play a big part in expanding the enlarged company’s suite of direct-to-consumer offerings. He also oversees programming, marketing and research for the CBS broadcast network and CBS Television Studios, and he has oversight of CBS’ 50% interest in the CW joint venture with Warner Bros. Nevins was given an expanded remit as chief content officer in September, when CBS management was shaken up by the ouster of chairman-CEO Leslie Moonves. David Nevins, chief content officer for CBS Corp.
As merger talks between CBS and Viacom board members intensify, scenarios under consideration for the post-deal management are coming into focus.
It’s unclear whether the CBS veteran is inclined to take a job that would report to Bakish. Ianniello’s business acumen and familiarity with pressing issues facing CBS — such as a new round of MVPD carriage renegotiation deals and a pending megabucks NFL renewal  — would be extremely valuable as post-merger company looks to stay on its growth track in vital CBS profit centers. Joe Ianniello, CBS president and acting CEO, is said to be in line to for an offer to continue in a new post overseeing most of the existing CBS Corp. assets. But multiple sources said that the CBS and Viacom boards have come to the conclusion that they want to find a way to keep Ianniello on board after the merger is done.
The boards are expected to get down to the nitty-gritty of the economic terms of CBS’ all-stock offer for Viacom once the management side has been hammered out, as CNBC first reported. The level of focus on sorting out the management hierarchy in prior to the formal agreement to a merger deal is indicative of the CBS board’s concern about setting up the CBS assets to perform well in the short term.

said it would suspend the months-long search it has conducted for a new leader for the company since the departure of Leslie Moonves and would instead extend the tenure of its acting chief, Joseph Ianniello, through the end of 2019. CBS Corp.
Viacom CEO Bob Bakish has in the past been seen as a favorite to lead a combination of the two companies. But that does not mean the two corporations cannot consider the idea on their own. Through an agreement struck last year, however, National Amusements agreed not to propose a merger between the two companies for two years.
During his short tenure as acting CEO, Ianniello has overseen a reshuffling in the CBS corporate suite, naming David Nevins, the company's chief creative office and installing new executives to oversee financial operations and human resources. CBS has also continued to pursue streaming-video opportunities, raising its guidance for the number of subscribers it will get for streaming-media operations related to Showtime as well as its streaming-video product "CBS All Access."
“Joe has demonstrated exceptional leadership during this time of unprecedented transition at CBS. He steadied the ship with some key appointments and a commitment to cultural change, and steered it forward by focusing CBS’ operations around its growing direct-to-consumer strategy," the company's board of directors said in a statement. "We are very pleased to recognize Joe’s talents and efforts with this extension, and we look forward to all that he’ll continue to do to build on CBS’ remarkable momentum.”
 
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Both entertainment players are controlled by National Amusements, the movie-exhibition chain owned by the Redstone family. The board's decision to cease its search for a different successor to Moonves comes as Wall Street expectations are growing that CBS is more willing to explore merging with Viacom, its sister company. Shari Redstone, a board member of both Viacom and CBS, has on two past occasions suggested the companies combine in order to gain leverage in an era when rivals like Comcast and Walt Disney have become substantially more sizable through acquisitions.
Whether a merger can give CBS and Viacom new stature in a sector that now includes streaming giants like Netflix and new combinations of distribution and content operations like AT&T remains to be seen.
Ianniello had been the company's chief operating officer prior to taking the reins of the New York owner of the CBS television network and the Showtime cable service after Moonves was ousted in September of last year. He has denied the allegations. Moonves had been accused by several women of making unwanted sexual advances on them during his time as head of CBS' entertainment operations.