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On Tuesday, the embattled directors of CBS shuffled into a row together in an auditorium at New York’s Museum of Modern Art for the company’s annual shareholder meeting.
Shari Redstone, vice chair of the board and controlling shareholder of CBS, sat alongside her fellow board directors, some of whom just months earlier had tried to pry away her voting control of the company by supporting an effort to dilute her ownership, led by former CEO Leslie Moonves.
Since then, a sexual misconduct scandal centered on Moonves and CBS as a whole has rocked the company to its core, leaving the board with a series of issues to tackle: whether to pay Moonves $120 million in severance; who will be the company’s new CEO; the future of CBS News, given declining ratings; and how to deal with Redstone’s hope to unite CBS with Viacom, the media conglomerate she also controls.
Complicating the board’s situation is the fallout from the leak of a report about Moonves that will be crucial to the question of severance. The New York Times reported that law firms investigating the company were prepared to recommend that Moonves not receive an exit package, which could trigger yet more legal action. A person familiar with the situation but not authorized to speak publicly said that Moonves’ lawyer, Andrew Levander, has threatened to sue CBS if Moonves does not receive his payout.
“He’s not in a slump or in a heap of depression,” the person said of Moonves’ state of mind. “He feels like he’s been railroaded.”
The CBS board will have to make a decision soon on whether to pay Moonves. It has until the end of January to vote, though one person close to the board who spoke on condition of anonymity said the board hoped to have a resolution by the end of the year in an effort to start with a clean slate in 2019.
That may be wishful thinking, considering the issues that CBS has yet to address.
The severance and the leak
Following the Times report, CBS has come under greater pressure not to pay Moonves any severance.
Outside the shareholder meeting, protestors chanted “no money for Les” and held gold-colored balloons intended to represent Moonves’ prospective golden parachute.
“Les Moonves should not be given his $120 million golden parachute,” Natalie Green, a spokeswoman for women’s group UltraViolet, said. “We will keep putting pressure on CBS until they do the right thing. We will continue to hold the CBS board of directors accountable.”
One CBS shareholder, Steve Birenberg, founder of investment advisory firm North Lake Capital, said he had his doubts about the wisdom of paying Moonves after The Times reported that the forthcoming report would state that Moonves had obstructed the CBS investigation into his conduct.
“It seemed like he was a really good CEO for shareholders, certainly up until the rise of Netflix and over-the-top,” Birenberg said. “But once this news hit? I find it appalling. Is CBS going to withhold any of this $120-million golden parachute?”
The Times leak has also caused problems within CBS. Candace Beinecke, a CBS board member and a senior partner at law firm Hughes Hubbard & Reed, is leading a probe into the leak, according to two sources who asked to remain anonymous to discuss the matter.
Larry Hutcher, a veteran corporate litigator and co-managing partner at law firm Davidoff Hutcher & Citron, said the leak had given the board the upper hand in negotiations.
“It creates an argument in the minds of the public or a jury that the guy did serious wrong,” Hutcher said.
The CBS board may have to make additional changes to the CBS management.
The company’s contract with CBS News president David Rhodes is set to expire in the coming weeks, according to three people in the news business who spoke on the condition of anonymity.
One person said acting CEO Joseph Ianniello has had conversations about finding other senior candidates for the news division.
CBS declined to comment on Rhodes' future at the company.
Few in the news industry believe Rhodes will remain with CBS, given both ratings pressures and the many issues raised in the investigators’ report. Viewership for CBS News coverage of the midterm elections trailed its broadcast and cable competition, and ratings for its morning show and evening news program have languished.
“The contract is near its end,” said one person familiar with the situation.
Another person who is in the news business confirmed that the contract ends in February.
“It’s hard to see a renewal given the toxic workplace,” the said.
For now, Ianniello has been working to shore up a positive reputation both on Wall Street and with the media. He is one of a number of candidates to have appeared in reports about the company’s executive search.
Strauss Zelnick, interim chairman of the CBS board and potentially a candidate for CEO, said on Tuesday that the company did not have an update on the search.
“We don’t have anything to report right now,” he said.
While Ianniello remains a logical choice, Birenberg said that it remains to be seen whether the board’s investigations will turn up anything on the acting CEO, who worked in close quarters with Moonves and was involved in the effort to dilute the Redstone family’s voting control at CBS.
“The lessons we’ve learned is you just don’t know until the story finally breaks,” Birenberg said. “Investors for the most part are giving Joe the benefit of the doubt.”
Viacom and Redstone
Once CBS can sort out Moonves, CBS News and the new CEO, the board will still face a major decision: Whether it should merge with Viacom.
CBS and Viacom have been the subject of a years-long effort by Redstone to combine the two companies, which had been resisted by Moonves.
In the midst of the company’s protracted discussions over Moonves’ severance, Viacom, also owned by the Redstone family, enjoyed some positive media attention, including a Variety magazine cover featuring Viacom CEO Bob Bakish under the headline “Bob the Builder.” Even the usually skeptical BTIG analyst Rich Greenfield tweeted about the positive ratings performance of Viacom’s Nickelodeon shows.
Birenberg said that Viacom could end up being the logical suitor for CBS because it might be the only one.
“Does Shari [Redstone] push forward with a combination with Viacom more aggressively or does the board look to try to sell the company?” Birenberg asked. “I don’t see any logical buyers for it.”