(Recasts throughout with details from court filings)
May 16 (Reuters) - National Amusements Inc, the Redstone family company that controls CBS Corp and Viacom Inc , called a proposal to strip its CBS voting power "invalid" and urged a Delaware judge to rule against CBS on Wednesday.
Media company CBS is seeking a restraining order to prevent Shari Redstone from rewriting its bylaws or sacking directors ahead of a board meeting on Thursday. CBS has said its board is considering a special dividend that will dilute National Amusements voting power to 17 percent from 80 percent, a move legal experts called a "nuclear option."
National Amusements requested the Delaware court deny the restraining order and said in court papers CBS rejected an offer of a standstill agreement that required the latter to drop its plan for the special dividend.
The high-stakes showdown comes as the Redstones are seeking to merge CBS and Viacom, creating a company they say will be better able to compete in the media landscape that has been reshaped by the likes of video-streaming company Netflix Inc.
A CBS special board committee has resisted that deal, citing in part concerns about corporate governance of the merged company.
National Amusements said on Monday it believed CBS sought a temporary restraining order because National Amusements had raised specific concerns about incidents of bullying and intimidation by one CBS director, dating back to 2016.
On Wednesday, in its court filing, National Amusements identified that CBS board director as Charles Gifford, an independent director and member of the special committee.
CBS and Gifford did not immediately respond to requests for comment.
National Amusements also said in court papers that it was facing a "Hobson's choice" of accepting massive dilution or trying to protect its voting power, which might lead to the departure of the key management and directors.
CBS Chief Executive Les Moonves could collect a "golden parachute" of more than $150 million, according to National Amusements' papers. Barclays estimated the CBS management would receive $375 million in payouts if removed.
CBS has said it is acting to protect shareholders and the company from Shari Redstone's abuse of power. They cite her sacking of independent directors at Viacom, and fear similar steps at CBS.
National Amusements said in Wednesday's court papers it never intended to remove directors or force a merger that was opposed by CBS's board. It said it only differed on whether Viacom Chief Executive Officer Bob Bakish would have a seat on the combined board. (Reporting by Jessica Toonkel and Greg Roumeliotis in New York Editing by Jeffrey Benkoe and Susan Thomas)