‘She Won’t Be Manageable’ They Said. Now She’s in Charge.

On Sunday, May 13, 2018, Leslie Moonves, the chairman and chief executive of CBS, faced a difficult decision, perhaps the most agonizing of his long and celebrated media career: whether to pull the trigger on a coup against the Redstone family, which controlled CBS.

“This is NUCLEAR,” Mr. Moonves wrote that afternoon to Bruce S. Gordon, a former president of the N.A.A.C.P. and a close confidant on the network’s board.

The philandering and increasingly infirm 94-year-old Sumner Redstone, the patriarch who assembled CBS, the Paramount film studio and a bevy of cable networks under the Viacom umbrella into a multibillion-dollar media and entertainment empire, had let Mr. Moonves run CBS as he saw fit.

But now Shari Redstone, Mr. Redstone’s daughter, was solidifying her hold. She had managed to separate her father from the growing influence of his two live-in companions, one purportedly his fiancée, with a nine-carat diamond to prove it. Ms. Redstone had recently stocked the Viacom board with her allies, who had then replaced the company’s long-serving chief executive with her choice for the job — something that Mr. Moonves feared would soon happen at CBS.

After Mr. Redstone divided his empire into two publicly traded but Redstone-controlled companies — CBS and Viacom — in 2006, Mr. Moonves had led CBS out of last place in the ratings and made it the most consistently watched broadcast network. He pretty much ran CBS as he saw fit. But now Ms. Redstone wanted to merge the much healthier CBS with a floundering Viacom, and was consulting with Mr. Moonves — meddling, in his view — on a regular basis.

As Mr. Moonves had implored one board director: “Help me here. Shari is driving me crazy.”

He showed no sign of this to Ms. Redstone, with whom he continued to discuss the merger. But while she thought he was open to her ideas, Mr. Moonves and his supporters on the CBS board had secretly plotted a board vote to strip the Redstones of their voting control and block the merger. Then CBS would immediately sue in Delaware to prevent Ms. Redstone, her father and the family trust that controlled their assets from replacing CBS board members or otherwise nullifying the board’s action. This was the “nuclear” option — a legal gambit with profound implications for every public company with a controlling shareholder, which includes many of the biggest media and tech companies.

“After filing there can’t be a deal,” Mr. Moonves continued in his message to Mr. Gordon. Referring to Ms. Redstone: “She won’t be manageable.”

“She’s not manageable now,” Mr. Gordon responded.

Today Shari Redstone ranks among the most powerful executives in Hollywood. As nonexecutive chair she oversees Paramount Global, the company that emerged from the combination of CBS and Viacom, home to such hits as last summer’s “Top Gun: Maverick” and the current streaming series “Yellowstone.”

Mr. Moonves, by contrast, was fired from CBS after more than a dozen women, including his own doctor, accused him of sexual misconduct; was denied $120 million in severance payments; and retreated in disgrace to his homes in Beverly Hills and Malibu, Calif. Initially a reluctant participant in her father’s business empire, intimidated by the big names attending the annual media conference in Sun Valley, Idaho, Ms. Redstone not only survived the “nuclear” option but emerged on top.

A trove of documents and testimony helps explain how she did it — in part through her own “mettle,” as her father might have put it, and in part thanks to some startling revelations that Mr. Moonves did his best to conceal from a board of directors who showed little interest in thoroughly investigating his past.

This account is drawn from our forthcoming book, “Unscripted: The Epic Battle for a Media Empire and the Redstone Family Legacy,” and based on scores of interviews with participants conducted over three years. Many were on a not-for-attribution basis because of litigation and nondisclosure agreements. We reviewed numerous texts and emails exchanged among Mr. Moonves, CBS executives and board members, including those quoted above.

Through a spokesman, Mr. Moonves declined to comment. Ms. Redstone responded to questions either directly or through a spokesperson, and participated in fact-checking.

‘Does not have the requisite business judgment’

That Ms. Redstone would ever be in a position to challenge Mr. Moonves — or any of her father’s other handpicked male executives — once seemed unfathomable to anyone who knew the family’s dynamic. The irascible Mr. Redstone had belittled and marginalized his daughter (and had driven his son, Brent, to abandon the business and family entirely and retreat to a Colorado ranch).

Mr. Redstone had long disparaged his daughter to Viacom executives, board members — practically anyone who would listen. He pelted her with profanity-laced emails and faxes, according to several former Viacom executives who were copied on the missives. When his longtime lawyer and confidant, George Abrams, among those who saw the messages, begged Mr. Redstone not to use such hurtful language, he erupted, insisting he’d call his daughter whatever he pleased.

By 2007, father and daughter were barely speaking, communicating through faxes and lawyers. Fissures within the family were so widely known within CBS that employees would joke that the Redstones gave each other subpoenas for Christmas.

In a letter to trustees of his family trust that year, Mr. Redstone stated bluntly that “Ms. Redstone does not have the requisite business judgment and abilities to serve as chairman.”

He took his disparaging views public in a letter to Forbes that July: “While my daughter talks of good governance, she apparently ignores the cardinal rule of good governance that the boards of the two public companies, Viacom and CBS, should select my successor.”

‘If there are any stories out there, we need to know’

When he was healthy, Mr. Redstone seemed certain that his daughter should not succeed him. That all appeared to change as his health, ability to speak and mental capacity deteriorated, especially after he ejected his romantic companions from his Beverly Hills mansion.

Over time, he increasingly depended on his daughter for his care and to interpret his wishes. Ms. Redstone emerged as his heir apparent, a powerful executive in her own right and the de facto chairman of her father’s companies. This was the situation deemed intolerable by Mr. Moonves and his allies.

As the CBS board contemplated the “nuclear” option in early 2018, Mr. Moonves was well aware that far more was at stake than just the Redstone family’s corporate control.

After articles in The New York Times and The New Yorker about Harvey Weinstein’s serial abuse of women ushered in the #MeToo era, which encouraged sexual assault victims to speak publicly, rumors began circulating that Mr. Moonves would soon be another major media executive to be felled by accusations of misconduct. Ms. Redstone heard those rumors, too.

“There is a lot of noise here at CES,” she emailed another board member, referring to the annual Consumer Electronics Show in Las Vegas in January 2018.

According to another widespread rumor, Ronan Farrow, who had written the Weinstein exposé for The New Yorker, was at work on an article about Mr. Moonves.

Not all CBS directors were eager to get to the bottom of the rumors, but after Ms. Redstone’s prodding, they hired Michael Aiello, a partner at Weil Gotshal & Manges, to interview Mr. Moonves about any potential accusations that could become public. Little did Ms. Redstone realize that her own future would turn on revelations about Mr. Moonves’s past sexual misconduct.

“If there are any stories out there, we need to know,” Mr. Aiello began a call with Mr. Moonves on Jan. 16, 2018, according to a lawyer’s notes of the interview that were reviewed by The Times.

Mr. Moonves said there were two instances of possible concern, both decades in the past, long before his employment by CBS.

In the first, a young actress had come in for a meeting when he was at Warner Bros. He didn’t know her. He said that he had exposed himself and that she “ran out of room,” according to the notes.

“Let me take a step back,” Mr. Aiello said. “What does ‘exposed’ mean?”

This time, Mr. Moonves said they had engaged in consensual oral sex. Afterward, he heard from her manager that the actress was “upset.” The manager said that he had gotten calls from The Times, and that there was “buzz” about what had happened.

The second incident, Mr. Moonves said, involved a female television executive who had recently filed a police complaint against him for sexual assault. But the incident dated to the 1980s, and the statute of limitations had expired long ago, which would prevent any charges. In any event, he said, the sex was consensual.

That was pretty much the end of the investigation. No one asked Mr. Moonves the names of the women, let alone tried to hear their accounts.

Mr. Aiello assured the board that while there had been times when Mr. Moonves might have been “clumsy” and made “unwanted advances,” there was nothing to worry about. Asked by one director for details about any incidents, Mr. Aiello seemed squeamish. He said that the board “didn’t want to know” and that he “didn’t want to go there.”

Mr. Aiello declined comment for the book and didn’t respond to requests for comment on this article.

Later that month, Ms. Redstone had lunch alone with Mr. Moonves at his office in Los Angeles. She laid out her long-term plans — CBS and Viacom would merge and then be in a stronger position to compete or be acquired by another company. As she had said before, she didn’t want to be a media mogul — she was looking forward to focusing on her family and her other ventures. Was Mr. Moonves on board?

He said he was.

Mr. Moonves, she said, was essential to the plan. There was also the delicate issue of the #MeToo rumors. Ms. Redstone asked Mr. Moonves if there was any truth to them.

He told her to look him in the eyes. He assured her there was nothing to be concerned about.

‘A public war for 6 months’

In May, as the “nuclear” option loomed, Mr. Moonves was clearly worried about Ms. Redstone’s concerns. Even if he thought he had done nothing wrong, sexual abuse accusations alone — should they ever become public — were potentially ruinous to him and fatal to any lawsuit against the Redstones.

Mr. Moonves anguished over the decision, even trying to back out of the carefully orchestrated attack. In a series of texts produced in the Delaware litigation, he wrote to CBS’s head of communications, his close ally Gil Schwartz, on May 13:

“I can’t do this. I do not want to file. It will be a public war for 6 months. I am not emotionally prepared for this. I would rather leave. Sorry.”

It fell to Bruce Gordon, the board confidant, to coax Mr. Moonves back. Mr. Gordon wasn’t entirely surprised that Mr. Moonves was wavering. But he was convinced that a merger was not in the interest of CBS shareholders and had to be stopped.

The CBS board convened by phone that day to consider the attack on the Redstone family. With the meeting in progress, Mr. Gordon texted with Mr. Moonves, alternately sympathizing and cajoling: “I really don’t think you want to do this. You are destroying your credibility.”

“I am not ready for the fight,” Mr. Moonves replied. “I can’t do it. 6 months of attacks. No.”

Mr. Moonves agonized that if he supported the board vote to dilute the Redstones’ voting power and to file the ensuing lawsuit, Ms. Redstone would attack him with all the ammunition she could muster. If he didn’t, he’d lose the support of the board members still loyal to him.

“I am sick either way,” Mr. Moonves added. “I have never felt worse.” He continued, “A public spectacle.” Ms. Redstone “wants to run it. Let’s let her.”

Minutes later, Mr. Gordon texted Mr. Moonves that it was time for him to join the board call.

“I think we will add you on momentarily. You ready?”

Somehow Mr. Gordon had talked him back from the brink. Mr. Moonves had done another about-face and was ready to go ahead.

“Less is more,” Mr. Gordon advised him. “Leave us the flexibility to work details this week.”

Mr. Moonves joined the board call in progress just after 3 p.m. In minutes of the meeting reviewed by The Times, he said the board members had his full support in its decision to block the merger and sue the Redstones.

The board members on the call essentially had to choose between Ms. Redstone and Mr. Moonves and believed Mr. Moonves to be essential to the health of the enterprise. It voted unanimously that a merger with Viacom was not in the interest of CBS shareholders except for National Amusements and the Redstones.

The board members voted unanimously to go ahead with the plan.

After the vote, Mr. Gordon checked in with Mr. Moonves.

“You ok?” he texted.

“Yes,” Mr. Moonves answered. It was only about 5:40 p.m., but he was already drinking. “On my third vodka and second egg roll. Go time.”

As the evening went on, Mr. Moonves was still worrying about Ms. Redstone in texts to Joseph Ianniello, CBS’s chief operating officer and a close ally. “She will come after me big time. I know you have my back!!! She threw us under the bus when not under pressure. Now??? Wow … She will be enraged.”

An hour and a half later, Mr. Moonves threw down the gauntlet.

“Mattresses tomorrow am,” he texted Mr. Ianniello, in a reference to “The Godfather.” “And take the gun. We need it.”

The next morning, May 14, Ms. Redstone was at her apartment high in the tower of the Pierre Hotel in New York. Central Park sprawled outside her windows, its landscape a vivid green with spring foliage.

At 9:30 a.m. she received an email saying there would be a special CBS board meeting that Thursday. That was the first that Ms. Redstone had heard about any special board meeting.

She called one of her lawyers, Christopher Austin at Cleary Gottlieb Steen & Hamilton in New York.

“What’s this about a board meeting?”

“I’m afraid it’s worse than that,” Mr. Austin replied. “You’ve been sued. In Delaware.”

“What?”

Mr. Austin outlined the claims: Ms. Redstone was plotting to replace the CBS directors. She had violated her duty to shareholders. Her fellow board members wanted to strip her, her father and her family of their control. As she saw it, they wanted to steal the company her father had built.

Ms. Redstone wandered through the apartment in a daze. She had just decided to drop the merger idea if Mr. Moonves didn’t support it. For all their difficulties, she believed she and Mr. Moonves were friends.

At least that’s what she had thought.

In Los Angeles it was just after 6:30 a.m., so Ms. Redstone texted Rob Klieger, her lawyer and fellow CBS director.

“I’ve been sued in Delaware. Call me. They’ve declared war.”

‘I am frankly ashamed’

CBS won Round 1 of the court battle, gaining a temporary restraining order preventing the Redstones from rewriting the bylaws or replacing the board members. But a new factor in the continued tenure of Mr. Moonves was looming outside the courtroom.

The rumor that Ronan Farrow was working on a Moonves article for The New Yorker turned out to be true. On July 27, the magazine published an exposé featuring the accounts of six women: “Les Moonves and CBS face allegations of sexual misconduct.”

After reading the article, Ms. Redstone could barely contain her anger and frustration. All of it had come as a shock, notwithstanding the months of rumors.

She and Mr. Klieger were astonished that no one from the board or CBS had called them after the article came out. Yet the independent directors, those not aligned with Ms. Redstone and for the most part staunch supporters of Mr. Moonves,  had gone ahead without consulting them and issued a public statement saying Mr. Moonves had the board’s “full support.”

Ms. Redstone fired off a letter to her fellow directors.

“I am frankly ashamed to sit on a board with independent directors who have demonstrated such blind allegiance to senior management and repeatedly failed to act in the best interests of the company, its employees and its shareholders,” the letter began. (The letter was reviewed by The Times.)

She was especially critical of the board’s previous investigation of the rumors about Mr. Moonves. Mr. Aiello’s interview had seemed, to her, perfunctory at best. How could the board have expressed its support for Mr. Moonves when it had done almost nothing to investigate?

“While rumors and allegations are not fact, they do require board action, particularly given the intensity with which they were circulating,” she wrote. “The board does not discharge its obligations by asking the C.E.O. if he engaged in any misconduct and taking his word for it when he says he did not.”

She added that she had nothing to do with the New Yorker’s investigation: “I have never spoken to Ronan Farrow, nor have I spoken with any of the women who have leveled accusations against Les.”

‘We all did that’

The board convened by phone on Monday morning, July 30, in executive session, which meant Mr. Moonves was excluded. Mr. Klieger and Ms. Redstone participated from offices at Cleary Gottlieb.

By then, sexual misconduct allegations had led to the firing of media celebrities like Matt Lauer and Charlie Rose. CBS itself, like many companies, had issued public statements that such conduct wouldn’t be tolerated. Despite this, a cadre of CBS directors had no interest in discussion and had already made up their minds to support Mr. Moonves, according to the accounts of several directors who were at the meeting.

Arnold Kopelson, who won a best-picture Academy Award for producing “Platoon,” was especially ardent in his support for Mr. Moonves, dismissing the New Yorker incidents as ancient history. He kept repeating that it was pilot season, when CBS most needed Mr. Moonves’s golden touch.

At another point, according to those in the room, he insisted, “We all did that,” referring to the allegations against Mr. Moonves. Mr. Kopelson subsequently emailed all his fellow directors: “I don’t care if a hundred women come forward. Les is our leader and we have to stand behind him.” (Other directors confirmed these remarks; Mr. Kopelson died not long after these events. The Times reviewed a copy of his email to the directors.)

There was also considerable talk about the likely negative reaction on Wall Street if Mr. Moonves was suspended, given that he was closely linked with CBS’s success.

The directors didn’t have to stay until midnight to resolve their differences. They seemed only too happy to embrace a suggestion from Mr. Klieger, the Redstone lawyer and board member, to wait until they heard from the outside lawyers hired for an independent investigation — anything to delay removing Mr. Moonves. The meeting adjourned in less than an hour.

Amid intense speculation about Mr. Moonves’s fate, CBS issued a statement saying that the board was “in the process of selecting outside counsel to conduct an independent investigation” and that “no other action was taken on this matter at today’s board meeting.”

Few were satisfied, either on Wall Street or beyond.

But unlike Harvey Weinstein, Matt Lauer or Charlie Rose, Mr. Moonves had survived.

‘Naïveté about what he needs to disclose’

In the wake of the New Yorker article, CBS directors had finally agreed that the company needed an independent investigation. But even then, the warring factions couldn’t agree on a firm. So they compromised by hiring lawyers from two different firms — Mary Beth White, a former head of the Securities and Exchange Commission and a partner at Debevoise & Plimpton, and Nancy Kestenbaum, a former federal prosecutor and a partner at Covington & Burling.

Their investigation focused less on the instances uncovered by The New Yorker and more on the two that Mr. Moonves disclosed when Mr. Aiello interviewed him the previous year: the actress, Bobbie Phillips, and the television executive, Phyllis Golden-Gottlieb.

Only now did the lawyers learn that more than 20 years after the alleged incident, the actress’s manager, Marv Dauer, had been pressuring Mr. Moonves for months to cast Ms. Phillips, and that Mr. Moonves had approached CBS’s casting head about the matter. Ms. Phillips had even been offered a part without having to audition or submit a tape.

This revelation came as a bombshell to the lawyers. A 30-year-old allegation of a sexual assault was one thing. But the casting conversation had just happened. It suggested that Mr. Moonves had wanted to cover up the incident, using company resources to silence a potential threat. And he hadn’t told them about it.

Ms. White and Ms. Kestenbaum briefed members of the board. They gave an account of an interview they had with Mr. Moonves the previous day, touching on the police report, the actress and the incidents reported in The New Yorker, according to notes of the meeting reviewed by The Times. Ms. Kestenbaum summed up Mr. Moonves’s response: “There were times when he would feel an attraction, think it was mutual, make an overture, and if he got rebuffed, he would leave it alone.”

Ms. White continued, “Our sense is that whatever occurred, you don’t see that after he gets married. Appears to have a 14-year period without this activity. We asked him what else might be out there. He said there was a time when I was dating, there could be something there, but all consensual. He mentioned an encounter with a female doctor, which was rebuffed. Wouldn’t give the name or any details.”

Then Ms. Kestenbaum mentioned the revelations about the actress and her manager. Mr. Moonves’s lawyer “described this scenario as a shakedown,” Ms. White said, according to the notes.

“In our view, this raises serious concerns both with respect to candor and forthrightness and the fact that Les took steps with human resources of CBS,” Ms. Kestenbaum added.

Ms. White said the “other risk is what I would call naïveté about what he needs to disclose and what is risk,” adding, “No one heard about the actress and getting her a job.”

She seemed especially concerned that while Mr. Moonves recognized the personal risk — “his stomach is churning” — he didn’t recognize the larger risk to the company that needed to be disclosed.

Ms. Kestenbaum continued: “In light of recent events, with the casting director, we are recommending that there be a change in status. We now think there is something new. Troubling.”

“This is a deal breaker,” she concluded.

‘And now the end is here’

This was effectively the end of Mr. Moonves’s career at CBS. He was fired on Sept. 9, 2018. With him gone, the “nuclear option” lawsuit collapsed just days later, when both sides agreed to dismiss the case. CBS and Viacom merged in 2019, and were renamed Paramount Global.

Ms. Redstone had finally prevailed. But the empire she now controlled was beset by new competitive threats and upheavals in the media landscape.

There’s no question that combining CBS and Viacom allowed the company to gain greater scale. But Wall Street analysts were skeptical. And by the measure that Sumner Redstone cared most about — the stock price — the merger has failed to stem the company’s decline. The combined market capitalization of Viacom and CBS was $30 billion when the merger was announced in 2019. Paramount Global’s valuation is about half that. It was up against competitors that were many times larger: Amazon (market capitalization of over $1 trillion), Netflix (about $160 billion) and Walt Disney (about $200 billion).

While its competitors seized the opportunities presented by the digital revolution, Viacom and CBS lost precious years to their internal struggles. It’s safe to say the intracompany warfare before 2018 delivered the worst possible outcome — neither a merger of CBS and Viacom nor a sale to someone else.

It’s not clear to what extent Mr. Redstone understood or was able to savor his daughter’s win. Peter Bart, who was a longtime editor of Variety and close to Mr. Redstone, was granted a rare visit in 2019.

“His withered hand signaled a greeting, or the semblance of one,” Mr. Bart reported in a column for Deadline Hollywood. “His eyes flickered weakly, but his effort at conversation was reduced to a grunt, mixed with an occasional scream of rage and frustration over his limitations.” Mr. Redstone was bedridden, being fed intravenously, and “a team of nurses and conservators stand by for needed assistance,” Mr. Bart observed.

On the morning of Aug. 11, 2020, Mr. Redstone’s nurse called Ms. Redstone to tell her she thought the end was near.

Ms. Redstone told the nurse to put warmers on her father’s hands and to hold him. She kept the phone line open so her father could hear her talk.

Over the next several hours, she reviewed his life’s accomplishments. She promised to take care of the family and to nurture the business empire he had created. “It will be here forever,” she assured him. “I love you,” she said over and over.

Finally the nurse told her that Mr. Redstone had quietly stopped breathing.

He was 97. National Amusements announced his death, describing him as “the self-made businessman, philanthropist and World War II veteran who built one of the largest collections of media assets in the world.”

Despite the father and daughter’s late-in-life reconciliation, Ms. Redstone could never be certain she had gained her father’s love or approval given his impaired faculties.

Just after Mr. Redstone died, Ms. Redstone reached out to Tad Jankowski, her father’s friend and longtime business colleague, for reassurance. Had she done the right thing? she wondered, citing the changes on the Viacom board and the firing of Mr. Moonves. Would her father have approved? Had he really loved her?

What could he say? Mr. Jankowski emphasized that Mr. Redstone had loved a fight and loved to win. Ms. Redstone had never given up. He would be proud of her.

Mr. Redstone’s remains were flown to his hometown, Boston. Ms. Redstone and two of her children accompanied the hearse to the family plot at Sharon Memorial Park. Because of the pandemic, no one else was present except for Ms. Redstone’s ex-husband, a rabbi, who conducted the burial ceremony.

The gathering was so intimate that Ms. Redstone felt no need to restrain her emotions. She knelt so close to the grave her children worried she might fall in. Between bouts of crying, she told her father everything she had ever wanted to say to him.

Finally she stopped. “Is there anything else?” she asked.

Her daughter reminded her that Mr. Redstone had asked that Frank Sinatra’s recording of “My Way” be played at his funeral. Ms. Redstone had always cringed on the many occasions her father insisted on listening to it. But now she asked her daughter to pull up the lyrics on her phone. Ms. Redstone began singing:

She struggled through the five verses, each ending with the refrain:

“I did it my way.”