CBS today said its Board of Directors is in the process of selecting outside counsel to conduct an independent investigation into the allegations facing Chairman and CEO Les Moonves.
As well as letting Moonves keep his position despite multiple claims of sexual misconduct, the board Monday also postponed the annual shareholder meeting, which had been set for August 10. The meeting had already been pushed back from May amid the legal war between CBS and shareholder National Amusements.
No other action was taken on the matter at today’s board meeting, the company said.
The announcement came after a highly anticipated board meeting, which began around 12:30PM ET and lasted over three hours. Perhaps tellingly, the meeting’s outcome was not disclosed until after the close of trading. Shares in CBS, which lost 6% on the news, have retreated another 5% today.
CBS directors had a regularly scheduled meeting planned ahead of the release of quarterly earnings on Thursday, but the gathering took on a heightened sense of urgency over the weekend. Moonves has been under the microscope since Friday morning, when word surfaced about the New Yorker‘s investigation. In the article, published that afternoon, several women said that Moonves had forced himself on them and then retaliated when he did not get the result he was allegedly seeking.
This is uncharted territory for CBS, which has been led for more than two decades by an executive who personified the company and won the elusive respect of Wall Street. Moonves, reflecting his former acting days and rise as a production executive, has always been involved decisions at a micro level, especially in regard to casting, story arcs, scheduling and other fundamental aspects of running a broadcast network.
Each May, he has personally delivered rousing promotions for the value of not just CBS but the broadcasting business during the CBS upfront presentation at Carnegie Hall. In the often risk-averse, number-crunching realm of 21st century media executives, he has cut a distinctive showman’s figure, taking evident relish in enunciating the phrase “America’s most watched network.”
The board deliberations come at an already momentous time for CBS, as it prepares for the October trial start to its legal battle against controlling shareholder National Amusements.
In addition, the composition of the board could change substantially as a result of the annual shareholder meeting. All of the current board members are up for election at the meeting, except Arnold Kopelson who is retiring. Richard Parsons, former CEO of Time Warner, is looking to be added. Some observers and analysts see a scenario in which NAI chief Shari Redstone forces out the board members partial to Moonves and CBS.
The estranged companies, which were part of the same parent from 2000 to 2006, held merger talks in 2016 that were abandoned due to disagreements about compensation and the structure of the management team. They resumed in early 2018 but soon foundered along similar lines, with Moonves clashing with Redstone about the latter’s preference to have Viacom CEO Bob Bakish installed as No. 2 of the combined company, or at least have a board seat.
Some analysts take the view that even a Moonves-les CBS would be more valuable if combined with Viacom, which today looks more likely than it did before the New Yorker report. A combined entity, proponents believe, would not only be cost-efficient but could also be more attractive to the buyers that have already been looking more closely at the companies as potential acquisition targets.
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