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Weil Gotshal Has A Big, Big MeToo Problem

Yeah, this seems like material information.

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Sometimes when you’re representing a company, it can be a challenge to remember that your client is the board and not the individual occupying the CEO job that you might work with day-to-day. It shouldn’t be a challenge of course, but it apparently can be a real struggle for some lawyers.

Maybe invest in a Post-It note if you need it.

According to the New York Times, CBS board members are hopping mad that Weil Gotshal and partner Michael Aiello failed to keep this relationship straight and could end up costing them big. Moonves was unceremoniously shitcanned over sexual harassment allegations earlier this year, triggering a hefty severance package unless the board can prove that he misled the company in its internal inquiries. That’s where Weil comes in:

Squarely in the middle of that question is Michael Aiello, who leads the corporate department at the law firm Weil Gotshal & Manges. Mr. Aiello advised CBS’s independent directors amid those investigations. And, at the request of two members of the board’s nominating and governance committee, questioned Mr. Moonves by telephone in January about whether he, and therefore the company, had a #MeToo problem.

A lawyer for Mr. Moonves and other Weil Gotshal lawyers representing the board members were listening to that interview and taking notes. According to the four people, both sets of notes say Mr. Moonves disclosed that a police complaint had been filed against him last year by a woman who said he had sexually assaulted her. (The police complaint was pending when Mr. Aiello interviewed Mr. Moonves, but it was later dropped because the statute of limitations had expired.)

Mr. Moonves also told Mr. Aiello that an actress’s manager had privately contacted Mr. Moonves and had accused him of sexually assaulting the actress, the four people said. They spoke on the condition of anonymity, citing the active legal matter.

That sounds like a cooperative CEO. Certainly, Aiello advised the nominating and governance committee — his client — about this. No? Well then!

Yes, apparently Aiello advised the board that there had been some “rebuffed advances” in the distant past but nothing to presently worry about. Unfortunately, one year is hardly the “distant past” and, as NYU’s ethics guru Stephen Gillers points out, even a dropped complaint is material information that the committee needed to properly evaluate the whole picture.

Sources for the Times claim that the board relied on Weil’s clean bill of health and now finds itself against a wall in trying to prove they fired Moonves for cause given his candor with the committee’s attorney. That’s could amount to $120 million, or roughly the cost of an episode of the entertainment abortion called The Big Bang Theory.

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For its part, Weil Gotshal is saying they stand by their advice but cannot go into details because of confidentiality and privilege. We’ll see how long those stay unwaived when the board comes looking for their money back.

Why Les Moonves Might Still Get $120 Million From CBS [New York Times]

HeadshotJoe Patrice is a senior editor at Above the Law and co-host of Thinking Like A Lawyer. Feel free to email any tips, questions, or comments. Follow him on Twitter if you’re interested in law, politics, and a healthy dose of college sports news.

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