Unscripted, page 20
Moreover, however logical in the abstract, merging the two companies posed a host of obstacles, starting with how to value them, especially since CBS was doing so well and Viacom so poorly. The outcome didn’t matter to Shari or Sumner, since they’d own the same stake in both companies and would end up with the same assets. But CBS shareholders and the directors acting on their behalf would surely need to secure a significant premium—one that Viacom directors might be reluctant to grant. In ongoing talks valuation posed a significant obstacle.
More fundamentally, Moonves was willing to run the combined companies only if he had the autonomy he had long enjoyed at CBS. But the combined companies would have a new board—one chosen by and presumably stocked with allies of Shari, not Moonves. That had already happened at Viacom, now populated with board members chosen by Shari and with a new chief executive effectively chosen by Shari—a stark example of what could befall CBS.
The upshot was that the CBS committee insisted that negotiations continue only if Shari and Sumner agreed that the merged companies would be managed for at least five years as though it were not a controlled company—essentially requiring the Redstones to relinquish their control. By then Moonves would be seventy-four and ready to retire and make his exit. And it demanded that there be no bylaws requiring unanimous board consent, like the one the Redstones had used at Viacom to block the Paramount sale.
This proposal was a nonstarter from Shari’s perspective. The Redstones’ initial letter proposing a merger had stated explicitly they would not relinquish family control of the combined companies.
By now Shari had figured out that Moonves didn’t really want a merger. On December 12, the companies announced that the proposed combination was off. Viacom said Bakish would become its permanent chief executive.
“We know Viacom has tremendous assets that are currently undervalued, and we are confident that with this new strong management team, the value of these assets can be unleashed,” the Redstones said in a press statement. “At the same time, CBS continues to perform exceptionally well under Les Moonves, and we have every reason to believe that momentum will continue on a stand-alone basis.”
But for Shari, the plan’s collapse was a huge disappointment, and a measure of how little control she actually wielded. And, as she had long said, she hated to lose.
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Frederic Salerno’s exit from both the Viacom and CBS boards created an opening for Shari at CBS—the first new director there in ten years. It was high time—the only Fortune 500 company with an older board of directors was Warren Buffett’s Berkshire Hathaway. CBS’s sixteen-member board had three members of management (Moonves, Ianniello, and Anthony Ambrosio, head of human relations); three nonindependent National Amusements–affiliated members (Sumner, his lawyer David Andelman, and Shari); and two veteran Hollywood producers (Arnold Kopelson of Platoon and Leonard Goldberg of Charlie’s Angels), both close friends of Sumner, as was veteran record producer Doug Morris. The former defense secretary William S. Cohen added gravitas. Linda Griego, a Los Angeles restaurateur, was the lone woman other than Shari.
But the real power resided with the committee chairs: Bruce S. Gordon, the lead independent director, a longtime Verizon executive, and former head of the NAACP; Gary L. Countryman, the retired chief executive of Liberty Mutual Insurance; and Chad Gifford, a former chair of Bank of America and the director who’d upset Shari at the Four Seasons. All were staunch supporters of Moonves.
Shari wanted to breach the wall of aging, mostly white males. “I need another you,” she emailed her friend and new Viacom director Nicole Seligman, “but obviously it can’t be you.” She proposed meeting for coffee the following Friday. Soon after, in January, Shari called Harvard Law School dean Martha Minow. Seligman and Shari knew Minow from the John F. Kennedy Library, where they’d served on committees together. Seligman was also a graduate of Harvard Law School.
Minow seemed an ideal choice for the CBS board. As the Harvard Law School dean and a professor there, she had an impeccable résumé and was often rumored to be a nominee for the Supreme Court. She taught First Amendment courses. Media and broadcast were in her DNA—her father, Newton Minow, had been chair of the Federal Communications Commission, best known for his 1961 description of commercial television as a “vast wasteland.” Her sister Nell was a film critic, a lawyer, and an expert on corporate governance.
Minow and Shari weren’t personally close, and politically they were poles apart—Minow was a liberal Democrat who focused on social justice issues, while Shari had maintained a warm relationship with Donald Trump ever since their meeting at the Patriots game. She’d visited him in the White House, and while she didn’t agree with many of his political views, she prized his loyalty and publicly described him as a “tremendous supporter of me personally.” Differences aside, Minow was impressed that Shari admired people who stood up for what they believed in, whatever their politics. They’d served together on a committee to choose the winners of the Kennedy Library’s annual Profiles in Courage Award.
As for Sumner himself, Minow knew him only slightly. She’d made the pilgrimage to Beverly Park in 2014 to secure a $10 million donation to Harvard Law School. It hadn’t been easy. Although Sumner had graduated near the top of his class, all he wanted to talk about with Minow was the D he’d received in Constitutional Law (“It galls me to this day,” he griped in his autobiography). Otherwise he had seemed distracted, more interested in what was on television than in Minow or the public service fellowships he was funding at Harvard. But he had his photo taken with Minow to memorialize the occasion. He looked like a character from his favorite movie, The Godfather, in his black shirt and wide silver tie.
Joining the board of a public corporation wasn’t what Minow was looking for as she neared the end of her term as dean, but CBS seemed a special case, especially given the importance of CBS News in the aftermath of the 2016 presidential election. The dual classes of shares didn’t especially worry her: many of the great media companies had been family controlled, and that structure had long protected money-losing news divisions. But Minow made one thing clear when Shari called: “I can only do this as an independent person,” she told Shari. “There will be times we’ll disagree.”
“That’s why I want you there,” Shari responded. “You’ll have fun.”
But Minow’s sister Nell thought otherwise. “Don’t go near this,” she warned.
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Soon after reaching out to Minow, Shari was at Super Bowl LI in Houston to watch her beloved New England Patriots take on the Atlanta Falcons when she spotted her fellow CBS director Chad Gifford on the field near the fifty-yard line. When she went over to say hello, Gifford grabbed her chin and tilted her head up. “Listen, young lady, we need to talk,” he said.
For Shari, this demeaning treatment was all too reminiscent of their encounter at the Four Seasons. “We’re at the Super Bowl,” Shari protested, not wanting to discuss business, and tried to pull away. Gifford relaxed his grip, but the incident nearly spoiled an otherwise thrilling game, in which the Patriots overcame a 28–3 deficit to win in overtime.
The next day Gifford called her. “I hear you’re upset with me,” he said.
“Yes,” she replied. “That was inappropriate.”
“That’s just how I’d treat my daughter,” Gifford explained.
“I’m not your daughter!” Shari exclaimed. “I’m the vice chair of the board you serve on.”
(Gifford insisted to fellow directors that he never touched her chin or face, pointing out that he was on crutches that day following surgery and wouldn’t have had a free hand.)
Shari related the incident to Minow; as chair of the nominating and governance committee, Gifford and other committee members were interviewing her for the open board seat. In those interviews it was clear to Minow that to varying degrees they all distrusted Shari and seemed suspicious that Minow was a Shari plant. Some were balking at the idea that Minow qualified as an “independent” director, which was more than academic, since the CBS bylaws required that there be a majority of independent directors.
No one said anything explicitly, but the directors conveyed the message that Minow shouldn’t expect CBS to conform to standard corporate governance rules. Sumner had been a tyrant in many ways, especially when it came to Shari. At board meetings he’d responded to her comments with thinly disguised contempt that bordered on cruelty, some directors told Minow. Now Shari appeared to be in charge, even though Sumner was still alive and the controlling shareholder. Board members were still figuring out how to adjust to that.
Minow also had to pass muster with Moonves. The two had lunch at the Regency Hotel in Manhattan, and, like so many people, Minow found him charming. He talked about the creative process, which he emphasized was his focus at CBS—his chief operating officer, Joseph Ianniello, handled the financial details. “I couldn’t do what I do without Joe,” Moonves said.
Minow asked Moonves how he came up with hit shows. Was it the script? The casting? Both, Moonves replied. And more. He warmed to the subject, describing a process that was more art than science. Ultimately it all came down to him and his unique sensibility.
Moonves laid out his vision for the future, which focused heavily on a direct-to-consumer streaming strategy he called CBS All Access. He was well aware that the old broadcast and cable distribution models were doomed. CBS could be a “big player with a small footprint” in the new streaming era, he maintained.
Afterward Minow got an email from Gifford, the head of the nominating committee, summoning her to CBS’s annual meeting and election of directors on May 19 at the Museum of Modern Art in New York. She had evidently survived the gauntlet. Despite her sister’s warning, she said she’d be there. At the very least, she reasoned, it would be an education.
These annual meetings of shareholders alternated between New York and Los Angeles and always featured a lavish dinner for board members to which spouses, dates, and a sprinkling of CBS celebrities were invited. Board meetings themselves were scripted, highly produced presentations orchestrated by Moonves. Board members rarely spoke. The producer Arnold Kopelson invariably thanked Moonves for choosing such a fine venue for the board dinner.
At Minow’s first meeting, Moonves announced that Sumner was listening on the phone and would become chairman emeritus. He’d no longer be a voting board member. “Everyone at CBS owes his thanks to Sumner for everything he has done for this company,” Moonves said, while also being sure to thank Shari.
The board approved lavish new employment contracts for Moonves and Ianniello. Moonves got a $120 million golden parachute if he had “good reasons” for leaving the company, which included too much meddling with the makeup of the board. Ianniello also got a $60 million bonus, which would be triggered if he did not succeed Moonves as CEO.
Then came the election of directors. As in nearly all shareholder votes, there were only as many candidates as openings. All the nominees were elected or reelected with over 36 million votes. Minow was the top vote getter, with 36.4 million votes in her favor, perhaps because she had no track record to oppose.
After the election Minow asked Moonves if there was an orientation for new directors. It had been so long since CBS had appointed a new director that the question took Moonves by surprise. “No, we don’t do that,” he said.
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Despite Minow’s pledges of independence, Shari felt she got no credit from her fellow CBS directors for picking someone of Minow’s caliber and integrity. Most of them viewed both women with suspicion. Even though she had the title of vice chair, as a nonindependent director Shari wasn’t a member of any committees and wasn’t allowed to participate in their discussions. But under the bylaws she did have the power to call committee meetings.
Shari asked Minow if she could serve as her “eyes and ears” with respect to committee meetings, but Minow demurred, saying that made her uncomfortable. But she thought Shari should at least be able to sit in on meetings.
So after the board meeting in May, Shari called Klieger, who was on a rare vacation in Hawaii. “Would you be comfortable if I nominated you to the board?” Sumner’s resignation and move to emeritus status had opened up another nonindependent board seat, but it was pretty much the last thing Klieger expected. He was not just close to Shari—he was her and her father’s lawyer. Shari said that was the point. She’d gotten no credit for recruiting Minow, who truly was independent, so why not drop the pretense? It would be good to have an outspoken ally on the board.
Like Minow, Klieger made the rounds of breakfasts and lunches with other board members, culminating in lunch with Moonves at the Grill on the Alley, the power-lunch hangout in Beverly Hills. In some ways it was easier for Klieger than for Minow, since there was no need to assert his independence.
In late June he had lunch with Minow in Cambridge. They didn’t know each other but had some things in common: Klieger had gone to Stanford Law School with Minow’s sister Mary, and of course they were both lawyers. Minow said her board reception had been anything but warm. She couldn’t understand why her independence was being questioned. She had no personal relationship with Shari.
The other board members he met with acted like Shari was about to launch a board coup like the one at Viacom. Klieger could feel the mutual tensions and suspicions. For her part, Shari interpreted almost every board action as an attempt to exclude and marginalize her. It was obviously a dysfunctional board rife with paranoia and misunderstandings.
One thing Klieger knew was that Shari did not want to replace Moonves or go to war with the rest of the CBS board. Viacom had been bad enough, but it was in crisis. CBS, by contrast, appeared to be thriving. Even if he was Shari’s handpicked nominee, Klieger thought he might be able to bridge the gulf between the Les and Shari factions by talking to both sides.
Klieger assumed Sumner’s vacant board seat on July 28.
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The first public inkling of serious trouble for the prolific Hollywood producer Harvey Weinstein came on October 4 in The Hollywood Reporter: “Is The New York Times about to expose damaging information on Harvey Weinstein?” And it wasn’t just the Times: reporter Ronan Farrow “is now said to be working with The New Yorker magazine on a ‘lengthy’ piece,” the magazine added.
For most readers of The Hollywood Reporter, Weinstein needed no introduction. At age sixty-five, with over three hundred Oscar nominations under his belt, the Miramax cofounder and producer of Sex, Lies, and Videotape, The Crying Game, Pulp Fiction, Shakespeare in Love, and The English Patient was loved, feared, and lionized—and long rumored to be an inveterate practitioner of the proverbial casting couch. Despite his bullying personality, hot temper, and off-putting physical appearance—not to mention being married to the glamorous fashion designer Georgina Chapman—he often had beautiful young starlets on his arm.
Still, until the lengthy, in-depth bombshell articles foretold by The Hollywood Reporter appeared in The New York Times on October 5 and in The New Yorker on October 10, few members of the public knew the magnitude and the horror of Weinstein’s serial assaults on women.
The Times article, by reporters Jodi Kantor and Megan Twohey (with a reporting credit to Rachel Abrams), described sexual misconduct that resulted in eight confidential legal settlements and occurred over three decades. Weinstein conceded he had “caused a lot of pain” and immediately took a leave of absence from the Weinstein Company, which he and his brother, Bob, had launched in 2005 after leaving Disney-owned Miramax. But he denied the charges of harassment. The Weinstein Company board fired him three days later.
The New Yorker article by Ronan Farrow contained allegations from thirteen women and even more serious examples, including three claims of rape. Weinstein again denied engaging in any nonconsensual sex.
The Times and New Yorker articles were hardly the first to expose the sexual misconduct of powerful men in media and entertainment. They arrived just a year after the airing of Donald Trump’s Access Hollywood tape, in which he boasted that, as a celebrity, he could pretty much do whatever he wanted with women. As he’d said on the tape, “You can do anything . . . grab ’em by the pussy.”
Bill O’Reilly, the star Fox News talk show host, had to resign in April 2017 after Fox paid five women millions of dollars to settle sexual harassment charges. Roger Ailes, the head of Fox News, resigned in July 2016 after he was accused by multiple women of sexual harassment. A slew of civil and criminal lawsuits were lodged against comedian Bill Cosby, and he was eventually convicted of aggravated indecent assault (the conviction was later overturned on technical issues).
But the Times and New Yorker articles triggered a national, even global, movement. The stories came from women who, breaking a decades-long code of silence, spoke voluntarily, mostly on the record, risking their careers and reputations, which rendered their stories both riveting and inspiring to others.
Five days after the New Yorker story appeared, the actress Alyssa Milano started using a hashtag coined by sexual abuse awareness activist Tarana Burke a decade earlier: #MeToo.
Milano posted a message on Twitter: “If you’ve been sexually harassed or assaulted write ‘me too’ as a reply to this.”
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