CBS.WD Cbs Corp.

By Joe Flint 

This article is being republished as part of our daily reproduction of WSJ.com articles that also appeared in the U.S. print edition of The Wall Street Journal (December 18, 2018).

CBS Corp. said it won't pay former chairman and chief executive Leslie Moonves any of his $120 million severance package after reviewing the findings of a probe into allegations he sexually harassed and assaulted many women during his career.

The CBS board of directors said investigators concluded that there were grounds to terminate Mr. Moonves for cause. Mr. Moonves violated company policies, breached his employment contract and intentionally failed to cooperate fully with the investigation, the board said in a statement.

Mr. Moonves was forced to resign in September after the allegations surfaced in articles in the New Yorker and Vanity Fair.

The prospect of Mr. Moonves receiving a nine-figure exit package despite the seriousness of the allegations drew scrutiny from activist groups supporting the "#MeToo" movement against sexual misconduct in the workplace.

A lawyer for Mr. Moonves on Monday said the CBS board's conclusions were without merit. "Mr. Moonves vehemently denies any non-consensual sexual relations and cooperated extensively and fully with investigators," Andrew Levander, Mr. Moonves's lawyer, said in a statement.

The investigation didn't just focus on Mr. Moonves but the overall culture of CBS. While the CBS board said the investigators determined that harassment and retaliation aren't pervasive at CBS, they found that the company's "historical policies, practices and structures have not reflected a high institutional priority on preventing harassment and retaliation."

CBS's five-paragraph statement Monday was notably brief and vague, following several months in which sordid details of alleged misconduct by Mr. Moonves and other CBS personalities became public in the press.

The statement said the company didn't hold "high performers accountable for their conduct and protect employees from retaliation," but didn't address whether the probe had corroborated allegations made against Mr. Moonves.

NBC's probe into its culture after the exit of star anchor Matt Lauer also didn't answer all the questions critics had about alleged sexual harassment at the network, but ran to seven pages and provided more detail on the investigators' findings and process.

CBS didn't release any report and the investigators made an oral presentation to the board on Dec. 10, a person familiar with the matter said. The board voted on Monday to deny Mr. Moonves his exit package. There is a confidentiality clause in Mr. Moonves's exit agreement regarding the investigation but CBS can waive it if it determines that it has a fiduciary duty to do so or that it is in the best interest of the company and its shareholders.

The decision may close the door on one of the darkest chapters in the company's 91-year history, but Mr. Moonves is expected to challenge the decision in arbitration, which his exit agreement allows him to do, people close to him said.

The Manhattan district attorney's office is also looking into CBS. It subpoenaed the company in September for information regarding the harassment allegations involving Mr. Moonves and others.

Monday's announcement caps a nearly five-month investigation by the law firms Debevoise & Plimpton LLP and Covington & Burling LLP.

Much of the investigation's findings were made public by the New York Times, which reviewed notes from investigators that it said detailed efforts by Mr. Moonves to destroy evidence that showed he had sought to silence a potential accuser by getting her a role on a TV show.

"Consistent with the pattern of leaks that have permeated this 'process, ' the press was informed of these baseless conclusions before Mr. Moonves, further damaging his name, reputation, career and legacy," Mr. Levander said.

The notes also disclosed other disturbing incidents at CBS, including a $9.5 million payment to the actress Eliza Dushku. She was removed from the legal drama "Bull" last year soon after she complained about sexually charged comments by show star Michael Weatherly. Mr. Weatherly has since apologized for his behavior toward Ms. Dushku.

CBS on Friday said it would donate $20 million to 18 organizations dedicated to eliminating workplace sexual harassment, a commitment it made after Mr. Moonves's resignation.

The investigation also looked into CBS News in the wake of "CBS This Morning" anchor Charlie Rose's firing last year after allegations of harassment and improper behavior were made in a story by the Washington Post. Mr. Rose said he had behaved "insensitively" at times but also said he did not believe that "that all of these allegations are accurate."

"60 Minutes" executive producer Jeff Fager was also investigated after allegations of misconduct were made in a New Yorker article that he denied. Mr. Fager was let go by CBS after sending a message to a CBS reporter covering the story that was interpreted as threatening.

Mr. Moonves was one of the most powerful figures in entertainment for more than three decades. At CBS, he was credited with turning around the network's programming fortunes with hits such as "Survivor" and "The Big Bang Theory." CBS's stock performed well during his 12-year reign and his annual compensation package typically topped $60 million.

The CBS board, which has six new members including interim chairman Strauss Zelnick, retained the search firm Korn Ferry to find a permanent chief executive. Longtime chief operating officer and interim CEO Joe Ianniello is considered a candidate, but the board is looking outside CBS as well.

In a memo to CBS staff, Mr. Ianniello said the conclusion of the probe "does not mean that our work is done, or that we don't have significant improvements that will continue to be made. Our commitment to a safe, collaborative and inclusive workplace is ongoing, and remains a top priority for us."

CBS vice chairman Shari Redstone, president of National Amusements Inc., the holding company that owns a controlling stake of CBS and its sister media company Viacom Inc., is expected to meet with potential candidates in the coming weeks, people familiar with the matter said. A decision on the next generation of leadership at CBS could come by the end of the first quarter of 2019.

CBS and National Amusements engaged in a legal battle for control of the media giant earlier this year. The two sides reached an accord which involved the exit of Mr. Moonves and several board members.

As part of the agreement, Ms. Redstone agreed to not seek a merger of CBS and Viacom for two years. However the boards of the two companies can independently pursue a combination.

Write to Joe Flint at joe.flint@wsj.com

(END) Dow Jones Newswires

December 18, 2018 02:47 ET (07:47 GMT)

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