CBS’s Moonves Toppled by Harassment Cases, Redstone Clash

(Bloomberg) -- Les Moonves, who led CBS Corp. to the pinnacle of the TV industry with shows like “The Big Bang Theory” and “N.C.I.S.,” will step down from the business he's run for more than 20 years after being accused of sexual harassment and running afoul of his biggest investor.

Moonves, 68, will relinquish the titles of chairman and chief executive officer of CBS immediately, CBS said in a statement on Sunday. Chief Operating Officer Joseph Ianniello will replace him as chief executive officer on an interim basis while the company searches for a permanent leader. CBS will set aside a $120 million payout for Moonves -- unless the ongoing investigation into his alleged behavior shows he could have been fired for cause.

The media mogul's exit was accelerated by explosive allegations in the New Yorker, which reported that he sexually harassed a dozen women and tried to harm their careers. The board also ended a separate legal fight with majority shareholder National Amusements Inc. on Sunday after trying to dilute its 80 percent voting stake in a fight for control of the company.

“Untrue allegations from decades ago are now being made against me that are not consistent with who I am,” Moonves said in a statement Sunday announcing his departure. “I am deeply saddened to be leaving the company.”

Investors had long respected Moonves. He was regarded as one of the most capable programming executives in television, and one of the highest-paid as well. But the New Yorker stories -- including a new set of accusations on Sunday -- vaulted him squarely into the #MeToo movement. And the returns on CBS shares have lagged behind those of a wider media-stock index, especially as mergers swept through the industry.

CBS shares rose 1.2 percent to $56.75 in early trading on Monday. They had declined 5 percent so far this year through Sept. 7.

As part of his split, Moonves and CBS will donate $20 million to one or more groups that support “the #MeToo movement and equality for women in the workplace,” the company said.

CBS shares rose in recent days as the prospect of Moonves's exit -- and the settlement of the broadcaster's dispute with the Redstone family -- suggested the company would enter a period of calm. National Amusements, controlled by Shari Redstone and her ailing father Sumner, had proposed that CBS combine with Viacom Inc.. With the investor agreeing not to pursue that for years, CBS could seek other transactions -- or potentially be acquired.

With merger speculation swirling around the media industry, CBS's shake-up could catch the attention of potential suitors. The idea of CBS merging with Viacom, meanwhile, was less attractive to investors.

“The clear positive is that the current uncertainty is lifted and that there will be no immediate merger between Viacom and CBS,'' analyst Michael Nathanson said in a note before Moonves stepped down.

Revamped Board

Six board members who voted to dilute the Redstones' control will step down, ceding the spots to new directors. The new board will have 11 independent members and two who are affiliated with National Amusements. The changes will bring in women, as well as high-profile corporate chieftains, such as Hasbro Inc. CEO Brian Goldner.

The investor also reaffirmed it would not pursue a merger of CBS and Viacom, another company it controls, for at least two years. The idea of such a deal had been a source of tension for CBS management.

In a U.S. Securities and Exchange Commission filing Monday, the company said any CBS-Viacom merger would require two-thirds board approval if it happens in next two years, and the Redstones dropped a requirement that National Amusement would have to hold 30 percent of any company that results from a merger with CBS.

Moonves has for years ranked among the most richly rewarded bosses in the U.S. His awarded pay of $98.5 million last year put him 13th nationwide among public company executives, according to the Bloomberg Pay Index. The list is topped by Evan Spiegel, CEO and co-founder of Snap Inc., who earned $504.5 million.

That compensation has rankled activist groups, which have rallied to the cause of women routinely subjected to harassment in the entertainment industry. Moonves is one of a number of powerful men in movies and TV, including Charlie Rose and Harvey Weinstein, who have been accused of behavior ranging from boorish to criminal.

Pay Package

The question now is how much of an exit package Moonves will end up with once the investigation concludes.

“A man accused of rigorously reported allegations of harassment should not be rewarded with a golden parachute,” said Time's Up, the group that sprung from last year's outpouring of workplace harassment claims.

CBS said that Moonves won't receive any severance for now, other than some of his vested compensation and benefits. “Any payments to be made in the future will depend upon the results of the independent investigation and subsequent board evaluation,” the New York-based company said.

Another clause of his severance agreement requires the investigation to remain confidential “to the maximum extent possible” in keeping with directors' duties and the law, and that Moonves be notified when inquiries are made to disclose the results.

The pressure mounted on Sunday when six additional women came forward to accuse Moonves of harassment or assault in a story published in the New Yorker. The latest reported incidents occurred in the 1980s and early 2000s and include claims that the executive forced women to perform oral sex on him, exposed himself, and used intimidation and physical violence, according to the New Yorker story. The author was Ronan Farrow, whose reporting previously helped topple Weinstein.

Moonves, in a statement to the New Yorker, acknowledged three of the encounters, while maintaining that they were consensual. “The appalling accusations in this article are untrue,” the executive said, adding that he has “never used my position to hinder the advancement or careers of women.”

Twenty-Year Veteran

Moonves has worked at CBS since 1995 and has been CEO since the company was separated in 2006 from Viacom. The company is still full of executives who have been loyal to Moonves. Kelly Kahl, the had of CBS Entertainment, and David Stapf, the head of CBS's studio, have worked with Moonves since before he joined the company. Jo Ann Ross, the head of advertising sales, has worked at CBS for 25 years.

Sumner Redstone, the now-incapacitated patriarch of both companies, is famous for dismissing lieutenants, and his daughter Shari followed in his footsteps by orchestrating the 2016 ouster of Viacom CEO Philippe Dauman.

Moonves had repeatedly sought written assurances that he could operate CBS without too much interference from the Redstones. He and the board moved to dilute the Redstones' control when they feared the family would replace current directors to force a merger with Viacom.

The litigants had been scheduled to face off in court next month. The resolution of that fight included the board overhaul, which expelled six stalwarts viewed as loyal to Moonves in favor of fresh blood. All the departing board members, including Moonves, served on the board for more than a decade and voted to dilute the Redstone family's controlling stake in CBS earlier this year.

The six new board members, three men and three women, hail from different sectors of corporate America. Candace Beinecke is a lawyer, and Barbara Byrne a banker, while Strauss Zelnick is the CEO of video-game company Take Two Interactive Software Inc. Susan Schuman is a management consultant.

Richard Parsons, the former CEO of Time Warner, had already planned to join the board.

--With assistance from Rob Golum and Jeff Sutherland.

To contact the reporter on this story: Lucas Shaw in Los Angeles at lshaw31@bloomberg.net

To contact the editors responsible for this story: Nick Turner at nturner7@bloomberg.net, Dave McCombs

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