Control of CBS Hasn’t Changed, FCC Says in Ruling

The Federal Communications Commission ruled unanimously Thursday that control of CBS did not pass to Loews Corp., its largest stockholder, or Loews Chief Executive Laurence A. Tisch during a management shake-up last month.

The events at CBS, in which Tisch took over as chief executive of the beleaguered broadcasting firm, did not constitute an official transfer of control or violate any commission rules, the FCC said.

Had the commission ruled otherwise, CBS might have been forced to sell some of its broadcast properties and faced challenges to its broadcast licenses.

The agency’s decision was made in response to a petition filed last month by Fairness in Media, a conservative organization that asked the FCC to investigate whether Tisch’s new role as chief executive of CBS and his firm’s large stock holdings amounted to an unauthorized transfer of power.

“In my view, this case is not even a close case,” FCC Chairman Mark S. Fowler said. “It doesn’t even get close to being close.”

CBS spokesman Anne R. Luzzatto said: “We’re pleased with the commission’s decison. We think it’s the right one.” CBS has vigorously maintained that control of the network has not changed, and in recent weeks a delegation of CBS executives has met with FCC officials and members of Congress, maintaining that the board of directors is in control of the company.

Officials of Fairness in Media were not available for comment. The organization, which is supported by staunch conservative Sen. Jesse Helms (R-N.C.), launched an unsuccessful hostile bid last year to take over CBS and has alleged that the network has a “liberal bias.”

On Sept. 10, in a highly publicized management shake-up, Thomas H. Wyman, chairman and chief executive at CBS, was ousted from the company and temporarily replaced by Tisch, 63, and company founder William S. Paley, 84.

Tisch, who has interests in hotels, tobacco and financial services through Loews, had acquired nearly 25% of CBS’ common stock by August, making him the company’s largest stockholder. Paley is the second-biggest shareholder, with 8% of the corporation’s stock.

The commission said it had determined that “Loews Corp. was not a majority shareholder at CBS and there was no evidence that it exerted such dominance over other CBS shareholders as to warrant the conclusion that it had obtained de facto control.”

Moreover, as acting chief executive officer, Tisch is “subject to review by a management committee of the board of directors and, ultimately, by the CBS stockholders,” the FCC said.

In a filing with the commission this month, CBS said the changes in its management were “nothing more than the exercise of the board’s authority to manage the business affairs of the corporation.” In addition, the company said, “Mr. Tisch has neither exercised nor sought to exercise domination over the affairs of the corporation.”