A pivotal confrontation: there was no predicting what the board might decide about the company's future.

• Author: Liman, Arthur L.
• Position: Ouster of CBS CEO Thomas Wyman by corporate board

Arthur Liman, during nearly half a century of practicing law, represented an awesome array of high-powered clients - businessmen such as Steve Ross, Felix Rohatyn, Carl Icahn, Michael Milken, and Charles Bludhorn, as well as mayors, governors, senators, and secretaries of state. He was a partner at the law firm of Paul, Weiss, Rifkind, Wharton and Garrison when he died in 1997. In a memoir written months before his death, and published in September 1998, he offers an absorbing review of his brilliant career full of great cases. The following excerpt deals with his participation, as counsellor to CBS Corp.'s longtime patriarch, William S. Paley, in the ouster by the board of CEO Thomas Wyman in 1986.

At first, Wyman had welcomed [Laurence] Tisch s investment in CBS. Tisch had said in the beginning that he was not seeking control of the company, and he'd repeated that statement several times. Wyman took Tisch to mean that he was content to be a passive and supportive investor, even as Tisch's ownership of CBS continued to grow. [Starting in July 1985, Tisch's Loews Corp. began accumulating what was to become 24.9% of the shares.]

But Wyman never understood Tisch, and he missed one salient fact. Loews is a publicly traded company, and Tisch owed a fiduciary duty to his shareholders. He could support Wyman only if CBS prospered. CBS's continued decline in the ratings and the continued failure of Wyman's efforts at diversification made it inevitable that Tisch and Paley would join to oust him.

By early 1986, Tisch had lost confidence in Wyman and thought he should be replaced, and by May, Wyman had decided that Tisch was his enemy, someone trying to gain control of CBS without paying a premium. Wyman, together with several friendly board members, tried to persuade Tisch to sign a standstill agreement promising not to buy more than 25% of CBS stock. Tisch refused. He was insulted by the request, having already given his word not to. Then, at a stormy board meeting in July, it came out that the company's results were falling well short of its own projections. Meanwhile, Wyman had begun looking on his own for a friendly buyer.

The pivotal confrontation finally came in September 1986. The night before their scheduled board meeting of Wednesday the tenth, CBS's outside directors held a dinner meeting in a private room at the Ritz-Carlton. Neither Wyman nor Tisch was present. Paley asked me to come with him.

Although the main topic of the dinner was...