Revelation of Moonves’ Deceit Was Last Straw for CBS Board

On a Monday in late July, CBS’ board of directors convened a conference call to determine the fate of its chairman and chief executive, Leslie Moonves, who had been publicly accused of sexual harassment and assault.

Some directors, led by CBS’ controlling shareholder, Shari Redstone, thought that Moonves had to go. But the network’s long-standing hitmaker had been lobbying directors, arguing that the allegations were false or hyped. And his support ran deep.

“We are going to stay in this meeting until midnight if we need to until we get an agreement that we stand 100 percent behind our CEO, and there will be no change in his status,” said one board member, William Cohen, a former congressman and senator who was defense secretary under President Bill Clinton, according to directors who heard the remarks and other people who were briefed on them.

Another director, Arnold Kopelson, an 83-year-old producer who won a Best Picture Oscar for “Platoon,” was even stronger in his defense of Moonves, the directors and others said. “I don’t care if 30 more women come forward and allege this kind of stuff,” Kopelson said in a meeting soon after the conference call. “Les is our leader and it wouldn’t change my opinion of him.”

What these directors didn’t learn until nearly two weeks later, according to a CBS director and people close to the board, is that one of Moonves’ accusers was threatening to go public with her claims. Instead of reporting the situation, Moonves was in the process of trying to find the woman a job at CBS in order to gain her continued silence.

When the board learned about this, even Moonves’ staunchest backers were stunned. Their belief in his credibility was shattered given his previous denials of anything untoward, these people said.

In the end, it was the evidence that Moonves had misled his board — even more than the allegations of abuse from multiple women — that doomed him. On Sunday, the CBS board announced his departure, not even paying lip service to his long career. And on Wednesday, CBS ousted Jeff Fager, the longtime head of “60 Minutes,” for sending a threatening text message to a CBS News reporter who was looking into allegations that Fager had fostered a culture of harassment at “60 Minutes.”

This account of the CBS board’s six-week about-face — from vigorous support to unanimous, if belated, outrage — is based on interviews with directors and other people familiar with the board’s deliberations. They declined to be named because of confidentiality agreements, the possibility of litigation and an ongoing internal investigation.

Moonves has continued to assert his innocence, though he acknowledged having had “consensual relationships” with three women who accused him of misconduct in an article published by The New Yorker on Sunday. It was the second article in three months from the magazine to allege a pattern of sexual harassment and assault by Moonves. “Untrue allegations from decades ago are now being made against me that are not consistent with who I am,” he said. Through a spokesman, Moonves declined further comment, including on whether he sought to find a job for one of his accusers.

Cohen declined to comment. Kopelson said in an email that his point was that the board should wait for outside investigations to be complete and not remove Moonves based “on magazine reports which are hearsay to begin with.”

That it took so long for the CBS board to act reflects in part an attempt by the directors to be fair and thorough. But it is also a testament to the staying power of chief executives whose fates are weighed by hand-picked board members.

At the time of the deliberations, Moonves was at the height of his power, both at CBS and within the entertainment industry. Many board members admired him and wanted to believe in his innocence, even after The New Yorker published its first damning article in July. Some major investors urged them to give Moonves the benefit of the doubt, according to the directors.

Moonves’ eventual unraveling started in January, when Redstone repeatedly told two independent directors, Bruce Gordon and Martha Minow, a Harvard Law School professor, that she had heard that journalists — including The New Yorker’s Ronan Farrow — were working on stories about sexual harassment allegations against him.

Gordon, the former head of the National Association for the Advancement of Colored People, and Minow enlisted Michael J. Aiello, a partner at Weil, Gotshal & Manges, to look into the matter. Aiello questioned Moonves by phone in late January, with other Weil Gotshal lawyers listening to the call.

Aiello reported back to the two directors that Moonves had told him that while there might have been a few incidents before he came to CBS, there was no cause for concern now.

On Feb. 16, The New Yorker published an article by Farrow, but it was about Donald Trump and his dealings with a Playboy model. Directors figured the media investigations into Moonves must have fallen through.

At the time, the board was contending with a brewing battle over the future of CBS.

In May, the board made a momentous decision to file a lawsuit seeking to dilute Redstone’s voting power and block a proposed merger of CBS and Viacom. Some board members were reassured by Moonves’ willingness to file the suit. Surely, they reasoned, he wouldn’t do so if there were skeletons in his closet about to be bared. It is a maneuver that directors concede they probably would have delayed — or dropped altogether — had they known Moonves was in imminent danger.

The suit caused the board to split into two warring camps, with Redstone and her two allies on one side, and the rest of the board on the other. Some pro-Moonves directors suspected that Redstone had fomented the media investigations, despite her vehement denials.

So divided was the board that it hired two law firms to conduct the investigation — neither side trusted the choice of the other.

By July, CBS directors realized that Moonves was, in fact, the subject of an upcoming exposé in The New Yorker. The magazine’s fact-checkers told the company details about what Farrow planned to report. The article was published on Friday, July 27.

Two days later, on a Sunday, Moonves was summoned to address some of his fellow directors. So mistrusted were Redstone and her allies that they were excluded from the gathering.

Knowing his job was on the line, Moonves used all his persuasive charm to reassure shocked directors that, while there may have been a few episodes with women in his distant past, others mentioned in the article were “grossly overstated” or simply false, according to people at the meeting. Afterward, the independent directors issued a statement saying that Moonves had their “full support.” The next day, the full board — including Redstone and her allies — convened by phone for a regularly scheduled meeting. Redstone and some other directors felt Moonves should at least take a leave of absence. They believed that as long as he remained chief executive, others at CBS would not feel comfortable coming forward and cooperating with the investigation.

But the meeting’s mood was set at the outset by Cohen’s full-throated defense of Moonves.

Directors sought guidance from their outside lawyers about whether they should suspend Moonves. The lawyers were equivocal, saying it depended on the circumstances. Directors said that Gordon, among others, was opposed, arguing that in the midst of a media frenzy, suspending Moonves was tantamount to finding him guilty, especially because of the independent directors’ statement.

Not wanting to worsen a divisive situation, Redstone decided not to push the issue.

But almost immediately after that meeting, the confidence of Moonves’ supporters began to erode.

On Aug. 2, the Los Angeles Times reported that an unnamed woman, later identified by The New Yorker as Phyllis Golden-Gottlieb, had filed a complaint against Moonves with the Los Angeles police in late 2017, just weeks before Aiello had questioned Moonves on the board’s behalf. The woman said Moonves had exposed himself, forced her to perform oral sex, and thrown her against a wall while they worked at a television production company in the 1980s.

Moonves was aware of that complaint at the time of Aiello’s interview, but it wasn’t mentioned in his report to Gordon and Minow. In February, the Los Angeles police dropped the matter because the statute of limitations had expired. But directors said that, had they known at any point that law enforcement officials were involved, they would have been tougher in their questioning of Moonves and would have begun an investigation sooner. And they were especially troubled that Moonves allowed the Redstone lawsuit to proceed without having mentioned the police complaint directly to them.

Pressed by directors for an explanation after the Los Angeles Times story, Moonves insisted he’d told Aiello about the matter in January. And in any event, he argued that the incident was so old that he viewed it as a “personal matter” that had no bearing on his tenure at CBS.

Worse was to come.

A few days later, as part of the company’s investigation, the newly-hired lawyers asked to interview Moonves. He initially resisted, but relented after CBS warned that he was contractually obligated to cooperate fully in any investigation. If he didn’t, he could be fired for “cause” and would forfeit any severance payment.

With his own lawyers also present, Moonves discussed the Los Angeles police complaint, which he’d known about since November. And he revealed that one of his accusers was threatening to go public. He admitted that he was trying to secure the woman’s silence by finding her work at CBS, according to a director and two others familiar with what Moonves said. One person said that the woman didn’t explicitly condition her continued silence on a job, although the implication seemed clear.

Moonves told the board’s lawyers that he had informed Aiello about both matters when questioned in January. But Aiello flatly denied that to the board, and when the Weill Gotshal lawyers who had listened in on the Moonves interview reviewed their notes, they found no reference to any threats from a woman.

In a series of emails among directors in mid-August, it became clear that the board’s discussion had shifted from how to keep Moonves to how to remove him. One director, Joseph A. Califano Jr., a former Cabinet secretary under President Jimmy Carter, was especially vocal, insisting that Moonves be suspended or terminated immediately for cause. A resolution was delayed by the need to simultaneously settle the lawsuit with Redstone. There was no point in pursuing the litigation if Moonves was leaving, since the aim of the lawsuit was to defend Moonves’ turf from Redstone’s perceived encroachment.

By late August, terms of Moonves’ departure were close to being finalized; a news release was being drafted.

Yet even though directors were unhappy with Moonves, they tentatively agreed to let him receive about half of the more than $180 million CBS owed him if he were terminated without cause. The rest would be held back pending the outcome of CBS’ investigation into his conduct.

But then the board received new incriminating details from its lawyers. And fact-checkers from The New Yorker again contacted CBS with new allegations uncovered by Farrow, including on-the-record claims from six previously unnamed victims, who were outraged by reports that Moonves might walk away with a huge payout.

Directors at this point recognized that paying Moonves anything, let alone $90 million or more, was untenable. Given Moonves’ lack of candor, board members concluded that he could be terminated for cause, although they agreed to delay a decision on any severance until the investigation was complete.

Some CBS directors had hoped to announce Moonves’ departure before the latest New Yorker article appeared, but the board missed that opportunity. Hours after the story appeared Sunday, the company said it would pay $20 million of anything owed to Moonves to “organizations that support the #MeToo movement and equality for women in the workplace.”

Whatever the outcome of CBS’ continuing investigations, board members said that it’s all but certain that the company will pay Moonves nothing.