CBS Investor Sues for Access to Report, Docs Related to Moonves Ouster
The lawsuit, filed Wednesday in Delaware Chancery Court, alleged it was "common knowledge" among board members that Moonves had committed repeated acts of sexual misconduct "before and throughout" his tenure as chief executive.
March 07, 2019 at 01:00 PM
5 minute read
An investor in CBS Corp. has sued the New York-based media giant for a copy of an internal report that led to the ouster of former CEO Les Moonves, as well as other corporate records, to determine whether the board mishandled its investigation or should have sought to reclaim $1 billion in salary the company paid to the disgraced executive.
The lawsuit, filed Wednesday in Delaware Chancery Court, alleged it was “common knowledge” among board members that Moonves had committed repeated acts of sexual misconduct “before and throughout” his tenure as chief executive, and that some directors had even warned Moonves about the probe, which ultimately prompted his resignation in September.
The filing was the latest development in an ongoing saga at CBS that has played out both publicly and behind closed doors, after The New Yorker last year published an article detailing allegations that Moonves, once considered one of Hollywood's most powerful figures, had for decades engaged in a pattern of forcing himself on women and then retaliating against those who rebuffed his advances.
In December, CBS announced that it would deny Moonves his $120 million severance package, concluding that he had intentionally misled the law firms heading the internal CBS probe. The company has since declined to make its report public.
Moonves has denied allegations of nonconsensual sexual relations and said he had cooperated fully with the CBS investigation. According to regulatory filings, Moonves plans to use a binding arbitration clause in his contract to try to recover his severance package.
Attorneys have said that CBS remains exposed to the possibility of a shareholder suits targeting the board over its supposed failure to prevent a crisis that dominated the national headlines for months. In December, Delaware Business Court Insider reported that a book-and-records to obtain the CBS report would be the likely first step in building out such a case.
In Wednesday's filing, CBS stockholder Karl Graulich said there was a “more-than-credible basis” to inspect whether the board was aware of Moonves' repeated sexual misconduct while he was with the company and whether it had properly considered trying to recoup Moonves' salary after he left.
In addition to a copy of the report, the lawsuit seeks minutes of board meetings dating back to 1995, during which any allegations or settlements concerning Moonves may have been discussed. It also seeks emails, text messages and other communications among directors related to the investigation and compensation paid to the former executive.
A spokeswoman for CBS declined to comment Thursday.
According to court documents, Graulich made a formal information demand to CBS on Jan. 7, through his attorneys from Wolf Haldenstein Adler Freeman & Herz and Barrack, Rodos & Bacine in New York.
“This demand for inspection pursuant to Section 220 is not seeking documents concerning Mr. Moonves illicit conduct per se. The evidence appears overwhelming that he is a sexual predator,” Wolf Haldenstein attorney Gloria Kui Melwani wrote in a letter to CBS.
“It, instead, seeks materials concerning what and when did members of the CBS Board know about Mr. Moonves' conduct; what, if anything, did the Board do to rectify the situation; and what, if anything, is the Board doing to recoup the $1 billion which CBS paid Mr. Moonves in light of the Company's determination that Mr. Moonves breached his employment agreement.”
Counsel for CBS responded that Graulich had not stated a proper purpose and that complying with the demand would be “burdensome and disruptive” to the company, as it continues to investigate the issues he raised.
Despite attempts to narrow the scope of the demand, the two sides were unable to agree on a compromise, leading to the lawsuit, the complaint said.
“Rather than continuing to engage in a lengthy letter-writing campaign with a party taking unreasonable positions and bent on disrupting quintessential shareholder rights, plaintiff brings this action requesting the court order CBS to produce copies of all books and records sought by plaintiff in the demand,” the filing said.
Graulich is represented by Melwani, Daniel Tepper and Patrick Donovan of Wolf Haldenstein and A. Arnold Gershon and Michael A. Toomey of Barrack Rodos. Brian E. Farnan, Michael J. Farnan and Rosemary J. Piergiovanni of Farnan are acting as local counsel.
An online docket-tracking service Thursday did not list counsel for CBS.
The case, captioned Graulich v. CBS, has been assigned to Chancellor Andre G. Bouchard.
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