Unscripted, page 25
“Tell her I am looking,” Moonves answered. “It’s pilot time and most things are shooting. When series begin she will get some guest star jobs and hopefully it gets bigger from there. Ok?”
Dauer reminded him that he’d been struggling financially because his clients’ submissions were getting blocked, and he’d nearly lost his house to foreclosure.
“That sucks,” Moonves replied (on March 27, 2018). “About your clients. I will try to help. Let’s set your guys up with Peter [Golden] and team. You need to make some money.”
Moonves left the next week for Augusta, Georgia, and the Masters golf tournament, which aired live on CBS. Dauer texted him an emoji of a putting green.
* * *
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Amid their rising tensions, Shari and Moonves met again that month to discuss the merger negotiations. The issue of control loomed large: Moonves said he wanted “his team” to manage the combined companies and he wanted “his people” on the board—specifically his allies Gordon, Cohen, Countryman, and Gifford. Gifford, of course, was a red flag. Shari agreed to the other three, but not him.
That still left open the question of Bakish. Moonves asked if she was going to insist that Bakish be his second-in-command or be named his successor.
Shari said no, she just wanted a “meaningful role” for Bakish that would be enough to “entice him to stay.”
That wasn’t what Moonves was hoping to hear, but he nonetheless agreed that he wanted “peace” with Shari and they should be “frank” with each other rather than fight publicly.
Shari came away reassured that her relationship with Moonves—and the merger—was back on track.
On March 29 CBS submitted to the Viacom board its long-awaited bid to acquire Viacom, an all-stock offer that valued Viacom at about $1 billion less than its then-market value of $12.5 billion. Nearly all takeover bids are made at a premium to the current market price, and usually a substantial one. But CBS could argue that Viacom’s value had been artificially and unrealistically inflated by speculation that CBS would buy it.
The offer was also contingent on Moonves and his number two, Ianniello, running the merged companies as chief executive and president.
Dauer quickly picked up on the news. With Moonves in charge of Paramount and Viacom’s cable channels, there might be even more opportunities for his clients, even in feature films. He texted Moonves, “Congratulations on the Viacom ‘deal,’ ” and added, a week later, “Got a text from Bobbie saying congrats to you re: Viacom. I’m also congratulating you.”
Moonves cautioned, “Viacom is far from being done. But thank her. And thank you.”
The deal was, indeed, far from being done. Shari had told Moonves she wouldn’t insist that Bakish be his successor, but neither he nor anyone else at CBS had consulted her about naming Ianniello president. In her view, Ianniello may have been a competent chief operating or chief financial officer, but he had no creativity, no vision, and no business running CBS, let alone the combined companies. She felt she’d been blindsided once again.
The issue of Bakish was put in stark relief the next week when Viacom’s board said it wanted $14.7 billion. Bakish—not Ianniello—would be the combined companies’ president and chief operating officer and Moonves’s designated successor.
For Moonves, replacing his trusted ally Ianniello with Bakish, whom he saw as little more than a puppet being manipulated by Shari, was a nonstarter. Not only that, but under Ianniello’s contract, if Ianniello was not named as Moonves’s successor as chief executive, or if someone else was named president, Ianniello could resign “for good reason” and receive an enormous payout and benefits. Moonves had a similar contract that all but locked him in as chief executive.
The contracts had been negotiated by the CBS board’s compensation committee, which included Gordon and Gifford, who defended them as necessary to ensure continuity in management. But recent board members—Klieger and Minow included—were shocked to discover that it was only the directors of the compensation committee who had weighed in and negotiated the “good reason” provisions in Moonves’s and Ianniello’s contracts. Though committee members said the contracts were disclosed to the full board at the time they were signed, Shari didn’t recall being briefed about any such provisions. But the payout in the event Ianniello was not named as Moonves’s successor was so enormous that it all but decided who the next chief executive would be—usually the most important responsibility exercised by the full board. Nor was that all.
On March 29, Anthony Ambrosio, the head of human relations for CBS, had sent a proposed term sheet for Moonves’s new employment agreement to Moonves’s lawyer for review. This agreement included a significant change from his previous ones regarding termination for “cause.” This issue was critically important, because if CBS fired Moonves for “cause” pursuant to his contract, it wouldn’t have to pay him over $100 million in severance and other benefits.
In high-level executive contracts like Moonves’s, cause is a term of art with only a tenuous connection to its commonsense meaning. Not showing up for work, for example, wouldn’t constitute “cause” for firing him. In Moonves’s prior agreements, “cause” had been limited to “your willful malfeasance having a material adverse effect on the company.” But the new contract further limited “malfeasance” by adding the words “during the employment defined term.” In practical terms, that meant if Moonves committed any malfeasance before the start of the new contract, no matter what it was, he couldn’t be terminated for cause.
That included any instance of sexual assault—misconduct serious enough to qualify as malfeasance. Ross Zimmerman, a compensation consultant hired to advise the board, spotted the change. He warned Bruce Gordon in a “heads-up” email in April that Moonves couldn’t be fired for cause for anything he’d done before the beginning of the new contract, which was to take effect when the merger was consummated. “It struck me in these days of #MeToo this limitation could be an issue. In a worst case scenario, if embarrassing things came out,” Zimmerman continued, “it could be controversial to exempt these.”
That Ambrosio, CBS’s head of human resources, who reported to Moonves, was trying to change the new contract to Moonves’s advantage at the very time rumors of sexual harassment issues were swirling should have been an obvious red flag. But when the term sheet for Moonves’s new contract was circulated to other board members, the revised definition of cause remained intact.
* * *
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April 28, 2018, was Dauer’s seventy-fifth birthday, and he’d planned the biggest blowout he could muster given his now-constrained financial resources. Prior to this, he’d reserved big parties for decade milestones like the last one, when he turned seventy. But at this point Dauer didn’t know how many more years he had left. He didn’t want to wait until he turned eighty. Thanks to his new relationship with Moonves, this party promised to be his best ever.
After Dauer badgered Moonves for weeks, Moonves texted Dauer on April 10 to say he and his wife would be “honored” to attend. In the Hollywood social firmament, the presence of Moonves at Dauer’s party was of incalculable value. With Moonves there, Dauer could get any casting director he wanted to show up. His clients would be bowled over. The message would be clear: after his recent years of struggle, Dauer was back on top of his game.
Until the last minute Dauer worried that Moonves might not show up, and he fretted over every detail. He hadn’t planned on assigned seating, but with Moonves expected, he set up a VIP table for Moonves and his wife, along with the biggest celebrities or near celebrities he could muster. The headliners were the actor James Woods; former Minnesota senator Norman Coleman; and Bruce McNall, the former movie producer (Weekend at Bernie’s) and Los Angeles Kings owner who had served jail time for fraud. Dauer had kept up a friendly correspondence with McNall during his thirteen months in prison, and McNall and his ex-wife were hosting the party for Dauer at their sprawling home in Tarzana.
Dauer had even thought through the parking. He instructed Moonves: “When you get to the valet tell him that Marv Dauer said you are a VIP so your car will be parked very close and you can get out of there.” (Dauer didn’t seem to mind that Moonves had double-booked that night, and he and his wife were headed to another party after dropping in on Dauer’s.)
Moonves and Julie Chen made their entrance at about 8:00 p.m. Moonves brought Dauer a gift—a green-and-yellow Augusta National tie from the Masters tournament he’d recently attended. Moonves chatted with Eva LaRue. “It’s been way too long since you’ve worked for CBS,” he said.
There were over a hundred guests, including a contingent of Dauer’s elementary-school classmates from Minnesota, a handful of professional hockey players, and an impressive array of casting agents. Woods delivered a funny tribute, steering clear of the right-wing politics he’d embraced. One of Dauer’s ex-girlfriends, the stylish jazz singer Jan Daley, performed a medley of “Memories” and “Will You Still Love Me Tomorrow.” LaRue, who’d gotten her start in show business as a singer in commercial jingles, delivered a rendition of the plaintive Shirley Horn ballad “Here’s to Life.” LaRue added, “When Marv wants something, he really does not give up, whether it’s that cute twenty-year-old or that new career he pursued so many years ago to become an amazing manager.”
Dauer texted Moonves the next day. “Last night (for me) was truly monumental—it could not have been any better—to be surrounded by friends from first grade—Hall of Fame hockey players—ex girlfriends—studio executives—actors. Etc etc.,” Dauer wrote. “It was great to finally meet Julie—Thank you again so much for attending—I don’t know if there’s any way to express how grateful I am.”
As for the tie, “The next time I see you I promise I will wear it—that’s so cool—now if I can putt. !!”
Moonves was similarly effusive.
“What a great night last night. I sent a long text but I don’t know if it went through. Anyway, we had a ball. Sorry we couldn’t stay much longer. Eva was moving. Jimmy was his usual brilliant and funny self and Jan was a terrific singer. But the spirit of the party was phenomenal. There are a lot of people who love you. You should feel really good today. I am glad I was part of it.”
Two days later, Dauer wrote to Moonves, “I just spoke to Eva and she is very excited—that you would like her back working on your network! After they announce the new pilots I will start looking for things and bother you.”
“I will help,” Moonves promised.
EPISODE 6
“Pencils Down”
Since failing to persuade Kopelson to come forward about Moonves, Dr. Anne Peters had been trying to figure out a way to disclose the incident on her own without violating any doctor-patient privilege. On May 1, she published an essay in the Annals of Internal Medicine: “I am a bit different from the others who have come forward in the #MeToo movement because, as a physician, I am legally unable to name the patient who harassed me,” Peters began.
After describing her harrowing encounter with the unnamed patient, she wrote, “I had no idea what to do. I felt ashamed, I hadn’t screamed—I was supposed to be offering ‘extra-special’ service to this man because he was rich and powerful and good for my institution (a place I no longer work).”
The next day, Peters continued, “the patient called and apologized. He said that he had a terrible problem and that he had done the same thing with many other women. That he basically couldn’t control himself when alone with a woman. I told him that he needed to get counseling immediately and to never allow himself to be alone with a woman in a room.”
Peters said she never heard from him again, but “he has become ever more powerful and venerated in his professional world.”
The essay in the specialized medical journal went unnoticed by anyone at CBS or Viacom.
* * *
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The CBS board’s special committee deliberations on the proposed merger with Viacom were not going well, at least from Shari Redstone’s point of view. The last time a Viacom merger had been mooted, the committee had never made any serious attempt to assess it, so hostile were Moonves’s allies to the idea, or so Shari believed. This time, with Minow and Griego on the committee counterbalancing some of the old guard, the committee had heard from several investment banks and weighed the advantages and disadvantages. The committee met many times—eventually it held more than thirty meetings.
Shari fervently believed Bakish was turning Viacom around, but to the CBS committee, the results didn’t show it. She kept pleading for more time. The committee believed Viacom was a hopelessly failing company, but it agreed with Shari that size mattered, and that CBS could benefit from adding Paramount and at least a few of Viacom’s cable channels, as long as it didn’t overpay. But this time price wasn’t the major obstacle.
The issue was control. Bakish had said he had no problem working for Moonves. He’d known him for years and respected what he’d achieved. But what role would Bakish (and by extension Shari) have in the combined company? From Moonves’s point of view, there was only one acceptable answer: none. Moonves didn’t need Klieger to tell him that Bakish had warmly welcomed Shari into his inner circle at Viacom, a prospect that appalled Moonves. Moonves wanted to get along with Shari and keep her happy. He was willing to have dinner with her periodically and keep her informed. But that didn’t extend to consulting her. Far from heeding Klieger’s advice to consult with her, Moonves had pushed her even further to the margins, as the proposal to make Ianniello president and his designated successor had made all too clear. At one point Moonves implored Minow to “help me here. Shari is driving me crazy.”
There seems to have been curiously little consideration by any of the factions of the possibility that Moonves might simply retire. After all, he was sixty-eight years old, youthful compared with Sumner, perhaps, but a respectable age at which to step down. He’d be going out at the apex of his career with a sterling reputation, young enough to embark on another chapter, as a producer, perhaps. His retirement was discussed, at least briefly, but Moonves insisted his job as chief executive wasn’t finished, especially since he was shepherding CBS into the streaming era. In a few years Moonves would be willing to step down, one reason the issue of succession was so important.
From the board’s point of view, a CBS without Moonves seemed unthinkable. Despite having locked in Ianniello as his successor, most directors didn’t believe Ianniello was qualified. Shari and her allies recognized that the merger would cause enough turmoil without trying to change chief executives at the same time. Wall Street loved Moonves. Any hint he might leave could send the stock plunging.
As for Moonves himself, retiring would largely eliminate the #MeToo threat, as he’d suggested to Dauer. Few publications would be interested in decades-old allegations about someone no longer in power. In any event, the New Yorker article had come and gone.
Then there were the lavish trappings that went with his status as CBS chief executive—above and beyond the hundreds of millions in compensation he’d earned. It fell to Schwartz to make sure Moonves was treated like royalty. In foreign capitals like Paris, one of Schwartz’s staff lavishly tipped hotel concierges and restaurant maître d’s, showing them Moonves’s photo in advance of his arrival to guarantee a warm welcome and ensure Moonves was treated like a VIP. As the chief executive’s wife and a television star in her own right, Chen had access to the company plane and a retinue of hairdressers, makeup artists, stylists, and assistants who accompanied her, all paid for by CBS.
* * *
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The special committees of both CBS and Viacom thought they’d reached a “handshake agreement” on the financial terms of a deal. But with Moonves and Shari at loggerheads over the future roles of Bakish and Gifford, the deal seemed in peril. So Shari called on Parsons, who had a famously genial personality and an ability to negotiate. She and Parsons met with Moonves and Bruce Gordon on May 1 at Moonves’s sprawling Park Avenue apartment to propose a compromise: Bakish wouldn’t be part of the management team and would instead join the board.
Moonves complained that Shari “likes Bakish more than me.”
On the contrary, Shari insisted—she was much closer to Moonves on a personal level. She reminded him that on a recent trip to Los Angeles, she had joined Moonves and Julie Chen for dinner at La Dolce Vita in Beverly Hills, Moonves’s favorite restaurant. They had had a great time laughing and talking. The next day Moonves had called Shari to say it was the best dinner they’d ever had. “Julie loves you,” he’d said. “It was so nice.”
Moonves also lamented that Shari didn’t like Ianniello. Shari said she “barely knew him” and thought he was a great chief operating officer. But she didn’t think he was cut out to be chief executive.
On the issue of Gifford, Shari wasn’t backing down. She felt his exit from the board could be handled “privately and discreetly,” but he had to go.
The bottom line was Shari wanted Moonves, not Bakish, to run the company. She wanted Moonves to be happy. “I want your enthusiastic support, not just your support” for the merger, she told him. “I won’t do the deal if you don’t want to.”
Moonves assured her he was on board.
Shari thought the meeting had gone incredibly well. Despite feverish speculation among CBS board members that she was plotting to replace them, she was in a conciliatory frame of mind. Much as she believed in the merits of a CBS-Viacom merger, she wasn’t looking for a debilitating fight. Moonves was more important to her than the merger.
