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CHANCERY COURT REPORTERS
Leonard L. Williams Justice Center
500 North King Street - Suite 11400
Wilmington, Delaware 19801
(302) 255-0522
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4 here.
13 in the case.
4 NAI.
2 company, et cetera.
9 need to know.
20 term NAI --
20 Honor.
8 Inc. Right?
24 know.
8 able to act.
3 about them.
15 right.
2 provided.
14 or undue influence.
17 Mr. Klieger, "I got bad information from you the last
22 owned by NAI?"
2 representative of NAI."
19 she act? Why did the full NAI board pass the
20 90 percent bylaw?
1 way that that bylaw read the way it's written can be
4 the trust.
5 Honor?
10 NAI.
1 the trust.
16 change?
17 Ms. Kotler.
10 simple question is --
15 quarter ending June 30, 2018, has now been filed with
16 the SEC.
4 Trust."
8 state is.
12 real responsibilities.
22 seal. Right?
7 yes or no.
21 here --
23 or so.
5 trust?
2 into.
23 incapacitation.
5 will.
9 twice a week.
12 so?
24 work?
6 it?
23 company.
11 I believe.
4 through things?
6 knew you would ask that question, and it's a fair one,
12 reality of it.
20 control.
5 it's one --
10 motion, no.
1 interrogatories. Right?
4 responsive to those?
24 that were heard, and you hear a lot about that this
1 morning.
7 out.
21 same way Your Honor noted NAI and Holdings. They own
24 paragraph 4.
9 who was there, but I was there, Your Honor. And Your
4 them.
2 this case?
17 Honor --
9 noted --
24 that's in control."
2 We're not saying that. We're not saying he's the guy
4 held by NAI, and the only actions that NAI has taken,
10 action.
6 were taken.
17 Honor --
23 deal. And that was the threat. That was the threat
24 articulated.
3 continuing threat?
7 justification --
14 her."
16 they?"
13 ways.
19 incompetent.
2 or the trust.
20 NAI.
4 they own.
12 written questions?
15 written questions?
22 lawyer drafts them up, the lawyer goes over them with
5 granular details.
23 in both declarations --
7 other conditions.
12 entity that owns and holds these shares that took the
1 or not.
1 discovery related.
7 this change.
12 with the powers that the CEO has. But the board also
14 Right?
16 Honor --
23 dividend.
2 way --
5 --
21 she's authorized to do --
8 NAI.
12 bigger picture.
11 about it.
6 verification.
9 front of me?
13 information.
19 discoverable information.
5 process?
7 interrogatories.
13 that question?
1 information.
11 information.
24 admissible.
4 --
7 cows come home about what people can say about what
23 our -- it's all tied into our notion that the trust --
2 was the basis for the perceived threats. You can look
8 Undisputed.
10 Ms.?
20 and Mr. Abrams from the trust and the NAI board.
22 directors of Viacom?
5 that afterward --
4 document?
7 referring to?
21 this? And how important this is. And all we said is,
24 vote the CBS stock has always been, one small note,
1 the same thing. The board has always had that power.
16 are.
14 other than what's struck out are not facts, and I'm
14 trustee.
8 control docs.
16 what that means. But what I can tell you is there are
19 moment --
13 that I'll get to, we told them we'd produce and we did
1 shots at NAI.
15 exception?
22 documents --
22 because we didn't.
6 2016.
12 Yes.
3 a.m.)
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15 facts here.
2 board --
9 written consent?
12 yes.
19 We don't believe --
10 the board takes that action, the CEO and the president
3 probably not.
8 understand.
14 we dispute that --
20 consent dispute?
9 authority.
15 questions I had.
3 us by our adversaries.
15 received --
20 affidavit.
22 Jacqueline Rogers.
21 today.
24 trigger.
8 directives, et cetera.
9 so easily undone.
24 CBS.
11 documents?
15 want to be sure --
23 the consents.
3 minutes.
22 be found incompetent.
8 consents.
13 fresh in my mind.
2 the way it was phrased and enter the order in the form
23 four parts.
3 discoverable information.
14 interrogatory responses.
10 way.
11 discoverable information.
18 precluded at trial.
15 restrictions.
22 bit more.
22 September 2016.
16 inference.
16 nonexistent threats."
7 were ...."
13 saying."
15 it too.
23 unreasonable.
4 merge Viacom into CBS, that that might very well have
22 directors' perception.
9 about discovery.
19 threat.
23 custodians.
14 discovery.
23 understand.
9 Thank you.
11 Mr. Hou.
15 try every other case except for the one that they
11 about.
16 on in 2016.
6 *
11 important issues.
16 consents.
24 NAI.
6 only one.
20 here.
7 And they say, from the NAI parties, from Viacom, from
10 want.
13 it.
17 propensity evidence.
2 contingent rebuttal.
3 it.
13 forced to do it.
22 consents.
24 Mr. Hou.
2 else?
4 less than I had before, which is, during the meet and
6 and I thank my --
10 to aging.
21 now as well.
24 was submitted.
1 today?
6 available publicly.
22 that information.
5 in 2016.
22 on an in-camera basis.
24 a good day.
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1 CERTIFICATE
12 2018.
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/s/ Jeanne Cahill
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Official Court Reporter
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/s/ Debra A. Donnelly
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Official Court Reporter
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