Les Moonves And The Failures of The CBS Board

Just like the Trevi Fountain in Rome, at more than 86 feet high, is awe inspiring, Les Moonves’ career in television was equally remarkable. The world watched in disbelief as the former Bucknell pre-med student turned New York actor achieved feats of greatness through his genius for programming.

At Lorimar and Warner Brothers and then at CBS, he greenlit everything from “Friends, “ER,” “CSI” and “Survivor.” During his CBS network tenure, his name was attached to six of the ten most watched shows on television. He had the Midas touch and Wall Street knew it. But even the greatest fountains have to go out eventually. For Moonves, it all came crashing down.

After the salacious details of his X-rated shenanigans in the CBS C-Suite were revealed by Ronan Farrow’s New Yorker profile, Moonves had to walk away from his job as CEO and his career epitaph was a familiar one. History finally caught up with another television celebrity and his penance was to depart the scene, as many of those targeted by the #MeToo movement have had to do.

His fountain had dried up, it was time to quit.

But just as the CBS board once ignored his misconduct, they face a new distraction from the departed CEO. Moonves had an ironclad severance clause that could only be nullified if his actions were grossly negligent. In this case, the board’s worry wasn’t the money, but the women of CBS when they found Moonves was in line for $120 million severance. They had Google to thank for this realization. A few weeks ago, the world watched as 30,000 Google women walked out of their offices to protest a $90 million severance payment to a senior executive recently fired for sexual misconduct.

For CBS, a ‘woman’s walk’ might mean the end. Talent, staff and customers all have great options these days and networks are lost in a sea of channels, apps, and streaming services. A company that pays off sexual predators isn’t going to rank high on the Fortune list of best companies for women to work for. The board didn’t know what to do after Moonves resigned, so they did what boards always do, they asked the lawyers. The lawyers said to sue, as they always do.

Les Moonves, Act II.

Not to be undone by legal legerdemain, according to the The New York Times, the board hired two major outside law firms, Debevoise & Plimpton and Covington & Burling, to investigate whether Moonves violated the terms of his employment agreement. The lawyers will reveal their findings to the CBS board. They intend to show Moonves “engaged in multiple acts of serious non-consensual sexual misconduct…before and after he came to CBS in 1995.” They also allege that Moonves had at least four women who performed the role of ‘comfort women’ to engage in sexual acts at his discretion. If this wasn’t enough, the lawyer’s noted, Moonves had been ‘evasive and untruthful at times and to have deliberately lied about and minimized the extent of his sexual misconduct.”

Long after the CBS board neglected their duty to assess, review, and confront their chief executive for misconduct, they managed to perform their corporate governor role too well by taking him to court to rescind a severance payment. In doing so, they will unleash a Pandora’s Box of accusation, allegation, and litigation.

In reality, the board had no choice because of their failure to address the Moonves problem in the first place. So they were bound to investigate further, which amounts to a form of corporate chemotherapy, try to kill the germ without destroying the host. They will find that this is hard to do.

The Moonves case will move forward into reckless litigation. After all, the former CBS honcho has nothing to lose by claiming the allegations are false (which they may be) or showing this was typical behavior, which the CBS board either did or should have known about. In effect, the CBS board has given him a $120 million legal fund to use to thwart the company’s ability to move beyond this problem.

The most dangerous enemy is one that has nothing to lose and I don’t see how Moonves loses here. Who wins? Most likely, no one. What will be missing from this story is the most important fact of all, and that is that the problem of a corporate culture gone wrong.

Celebrity America values business achievement over ethics and common sense. This includes the news media and Hollywood, which represents a significant portion of #MeToo perpetrators. You do not need to be an investigator to question why a troop of young actresses march into the chief executive’s office for periodic visits of 20 minutes without any possible business reason to be there.  You only need an astute and ethical board of directors, who know that truth is like a fountain, it keeps going up and up, until it goes out.

Related: What Can We Learn From Les Moonves?