CBS board tries to move past a panoply of crises by installing new directors
The crisis at CBS Corp. over the past few months has featured enough drama to make the prime-time shows that will air on its network’s new season in two weeks seem bloodless: multiple allegations of sexual assault against its chief executive published in a prominent magazine, a nasty legal showdown with its controlling shareholder and claims by that shareholder that she was physically bullied by a board member.
Fighting scandal on several fronts, the CBS board on Sunday worked to resolve all the disputes in one deal. It negotiated the departure of its chief executive, Leslie Moonves; appointed the chief operating officer, Joseph Ianniello, to take his place on an interim basis; and installed six new directors it hopes can lead the company out of trouble.
What the revamped 13-member board has planned for CBS depends on how it views the importance of consolidations, as Silicon Valley continues to steal ad dollars and eyeballs away from traditional TV players. It will also depend on what kind of relationship it has with its controlling shareholder, Shari Redstone, who has been agitating for a merger with Viacom, the once-lofty cable company behind MTV and Nickelodeon that she also controls.
Redstone and former Time Warner CEO Richard Parsons picked the new board members, according to three people familiar with the process who spoke on condition of anonymity to discuss internal matters. Parsons, an ally of Redstone, had been nominated to become a director earlier this year, and he officially joined Sunday along with five others. With the exception of Parsons, the new directors have no significant ties to Redstone, these people said.
After the nominees were interviewed by two independent directors, Bruce Gordon and Martha Minow, the larger board endorsed the new appointments, the people said. Gordon was an instrumental figure in negotiating the larger settlement that included Moonves’ removal following allegations of sexual harassment against him, two of the people said. A former head of the NAACP, he worked through Saturday night and into Sunday to complete the deal, they said.
“This agreement maintains an independent board that is charged with determining the best course for the future of CBS on behalf of all shareholders,” Gordon said in a statement Sunday. The deal was announced just hours after The New Yorker published an article in which six women accused Moonves of sexual misconduct. That followed an article by the magazine in July in which six different women accused him of misconduct.
Redstone said in the statement that she was “delighted to welcome our new directors, who bring valuable and diverse expertise and a strong commitment to corporate governance.”
The directors include two executives who have specialized in merger and acquisitions and a corporate consultant. Candace Beinecke, a partner at the law firm of Hughes Hubbard & Reed, has handled corporate governance issues and helped broker mergers for corporate clients. Barbara Byrne has deep ties to the banking industry as a former vice chairwoman of Barclays and a former employee of Lehman Bros. She is also a member of the Council on Foreign Relations. Susan Schuman, chief executive of the corporate consultancy group SYPartners, has done work for Blackstone, Facebook and Viacom, and she sits on the advisory council for the MIT Media Lab.
In addition to Parsons, the board added two men. Brian Goldner is the chief executive of Hasbro, where he expanded the company’s media strategy by making deals with film studios such as Paramount Pictures, owned by Viacom, and Universal, to create movies based on Hasbro properties. Strauss Zelnick, the head of the video game publisher Take-Two Interactive Software, has deep ties to the media industry. He had led the music publisher BMG Entertainment and had served as president of 20th Century Fox.
The departure of Moonves leaves the board without a chairman. That appointment will be made fairly soon, the people familiar with the process said. Redstone, who is vice chairwoman, is a likely candidate.
Seven directors remained on the board, including two who are affiliated with National Amusements, the Redstone family company that controls CBS and Viacom. They are Redstone and Robert Klieger, who has worked as a lawyer for National Amusements. Gordon, Minow and three other CBS directors also remain on the board.
The newly configured group will have to move beyond past skirmishes. In May, CBS, along with Gordon and four other directors, sued Redstone, claiming she had breached her fiduciary duty to the company’s shareholders by pushing for a merger with Viacom.
The lawsuit exposed deep factions within the board, with one group apparently loyal to Redstone, another to Moonves and others debating which direction the company should take.
The Sunday settlement was intended to resolve not only Moonves’ exit but also the showdown over the potential merger. The lawsuit was withdrawn, and Redstone agreed to refrain from pushing for a deal with Viacom for two years.
The agreement, she said, “will benefit all shareholders, allowing us to focus on the business of running CBS — and transforming it for the future.”
But the terms also allow CBS to independently pursue a deal with Viacom if it determines a merger would benefit shareholders. At least eight of the independent directors not affiliated with Redstone’s family company would have to agree on such a deal.
If they do, that would align with Redstone’s grand scheme, which is to merge CBS and Viacom and sell the combined company. That strategy was revealed in a May 2018 complaint she filed against CBS.
Redstone has been working with her father, Sumner Redstone, 95, who has been in ill health and no longer speaks, as she aids him on voting issues with CBS and Viacom. He owns 80 percent of the vote in National Amusements, which in turn owns 80 percent of the voting rights in CBS and also Viacom.
If Redstone dies, or is declared incapacitated, his shares would be transferred to a seven-member trust that includes Redstone, a family lawyer and his grandchildren.
This article originally appeared in The New York Times.
Edmund Lee © 2018 The New York Times