[ad_1]
The crisis of CBS Corporation over the past few months has shed light on enough dramas that primetime shows broadcast in two weeks on its network do not seem scary: multiple allegations of sexual assault against its director have published, an unpleasant legal confrontation with its majority shareholder and the claims of this shareholder that it was brutalized by a member of the board.
Fighting the scandal on several fronts, the CBS board of directors worked Sunday to resolve all disputes into one agreement. He negotiated the departure of his chief executive, Leslie Moonves; appointed the chief operating officer, Joseph Ianniello, to take his place acting; and installed six new administrators whom he hopes will be able to get the company out of trouble.
What the revamped 13-member board has planned for CBS depends on how it views the importance of bindings, as Silicon Valley continues to steal the dollars and looks of traditional TV players. It will also depend on the type of relationship he has with his majority shareholder, Shari Redstone, who is pushing for a merger with Viacom, the former cable company behind MTV and Nickelodeon, which it also controls.
Redstone and former Time Warner CEO Richard D. Parsons have selected new board members, according to three people familiar with the process, who requested anonymity to discuss internal issues. Mr. Parsons, an ally of Mrs. Redstone, had been appointed to become director at the beginning of the year, and he officially joined us on Sunday with five others. With the exception of Mr. Parsons, the new directors have no significant connection to Ms. Redstone, they said.
After the candidates were interviewed by two independent directors, Bruce S. Gordon and Martha L. Minow, the largest board approved new appointments, said the people. Gordon was instrumental in negotiating a broader settlement that included the return of Mr. Moonves following allegations of sexual harassment against him, two people said. A former NAP chief, he worked Saturday night and Sunday to finalize the deal, they said.
"This agreement maintains an independent board to determine the best way forward for the future of CBS on behalf of all shareholders," Gordon said in a statement Sunday. The agreement was announced a few hours after the New Yorker published an article in which six women accused Mr. Moonves of sexual misconduct. This follows a magazine article published in July in which six different women accused him of misconduct.
Ms. Redstone said in her statement that she was "pleased to welcome our new directors, who bring valuable and diverse expertise and a strong commitment to corporate governance."
The directors include two executives specializing in mergers and acquisitions and a corporate consultant. Candace K. Beinecke, a partner at the Hughes Hubbard & Reed law firm, has been busy with corporate governance issues and helping companies merge. Barbara Byrne has close ties to the banking industry as a former Vice President of Barclays and former employee of Lehman Brothers. She is also a member of the Council on Foreign Relations. Susan Schuman, CEO of the SYPartners Business Advisory Group, has worked for Blackstone, Facebook, Viacom, and serves on the MIT Media Lab Advisory Board.
In addition to Mr. Parsons, the board of directors added two more men. Brian Goldner is the managing director of Hasbro, where he expanded the company's media strategy by signing agreements with film studios such as Viacom's Paramount Pictures and Universal to create films based on Hasbro's properties. . Strauss Zelnick, at the head of the video game publisher Take-Two Interactive Software, is closely linked to the media industry. He had directed the music publisher BMG Entertainment and had been president of 20th Century Fox.
Mr. Moonves' departure leaves the board without a chairman. This appointment will be made fairly quickly, said the people familiar with the process. Ms. Redstone, who is vice-chair, is probably a candidate.
Seven directors remained on the board, including two affiliated with National Amusements, Redstone's family-owned business that controls CBS and Viacom. These are Mrs. Redstone and Robert N. Klieger, who worked as a lawyer for National Amusements. Mr. Gordon, Ms. Minow and three other directors of CBS also remain on the board.
The newly configured group will have to go beyond past skirmishes. In May, CBS, along with Mr. Gordon and four other directors, sued Ms. Redstone, claiming that she had breached her fiduciary duty to the company's shareholders by pushing for a merger with Viacom.
The lawsuit uncovered deep factions on the board, with an apparently loyal group to Ms. Redstone, another with Mr. Moonves, and others discussing the direction the company should take.
Sunday's settlement was intended to resolve not only Mr. Moonves' exit, but also the showdown related to the potential merger. The lawsuit was withdrawn and Mrs. Redstone agreed to refrain from applying for an agreement with Viacom for two years.
The agreement, she said, "will benefit all shareholders, allowing us to focus on CBS 'management activities – and transform them for the future."
But the conditions also allow CBS to enter into an agreement independently with Viacom if it believes that a merger would benefit shareholders. At least eight of the independent directors who are not affiliated with Ms. Redstone's family business should agree on such an agreement.
If that is the case, that would correspond to Ms. Redstone's grand plan to merge CBS and Viacom and sell the merged company. This strategy was revealed in a complaint filed in May 2018 against CBS.
Redstone worked with her 95-year-old father, Sumner Redstone, who was in poor health and no longer speaking because she helped resolve voting problems with CBS and Viacom. He holds 80% of the votes in National Amusements, which in turn holds 80% of the voting rights of CBS and Viacom.
If Mr. Redstone dies or is declared unfit, his shares will be transferred to a seven-member trust, including Ms. Redstone, a family lawyer and her grandchildren.
Source link
