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

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 CBS's independence, it became quickly apparent that at least some of the directors wanted to find out whether Paley could be persuaded to sup- port the sale of the company to an outside merger partner. Paley told the directors that he preferred that CBS stay independent with a principal shareholder such as Tisch, rather than go the way of NBC and ABC, which had been taken over by General Electric and Capital Cities.

Some of the directors worried out loud that their fiduciary duty to the shareholders might require them to put the company up for sale. I argued that the combined size of Tisch's stake and Paley's eliminated the option of selling the company and so they had no fiduciary duty to try. Sam Butler of Cravath, CBS's outside counsel, agreed with me. But privately, I told the directors that Paley was adamant and that selling CBS wasn't an option.

The next day, at 9 a.m., the full board met on the 35th floor of Black Rock and didn't adjourn until after six o'clock that evening. Included in their number were Michel Bergerac, formerly of Revlon; Harold Brown, formerly secretary of defense; Walter Cronkite, the only CBS member besides Wyman; Roswell Gilpatric; Newton Minow, ex-chairman of the FCC; Franklin Thomas of the Ford Foundation; and Marietta Tree.

I attended as Paley's counsel, and I heard Tom Wyman address the board, asking them to support him in selling the company. In fact, he disclosed, he was already holding secret preliminary negotiations with Coca-Cola.

Some of the directors had to have known this was coming, but the news stunned others. Among them were Tisch and Paley. Rumors had abounded in recent weeks - Philip Morris and Disney among them - but neither Tisch nor Paley had known anything about discussions with Coca-Cola, and both were incensed. Both refused categorically to sell. Tisch then moved formally to remove Wyman as president and chairman and to affirm that CBS was not for sale, a position that Paley supported.

The board asked Wyman to leave the room.

It adopted the Tisch-Paley motion. Tisch and Paley then proposed a joint arrangement under which Tisch would replace Wyman as president and CEO and Paley would resume his position as chairman. Both appointments, however, would be temporary. A search committee would be named to look for a permanent president with an entertainment industry background.

The board then asked Tisch and Paley and me to leave.

We huddled in Paley's office, around his beloved chemin-de-fer table. All we knew was that Wyman was out - he was gone from the building that same day - but there was no predicting what the board members might decide about the company's future.

After a while, a delegation arrived from the board with the results of its deliberations. The board had agreed to make Tisch temporary president and CEO, but it refused to name Paley chairman. Whether this decision came about because some of the members already felt remorse about firing Wyman, or blamed Paley for having brought on the crisis or for other grievances and concerns, old or new, I couldn't say. But I saw the hurt and the anger on Paley's countenance, and I wasn't prepared to let it happen.

We didn't even have to dismiss the delegation. A man of his word, Tisch said he would never allow the board to humiliate Paley. Instead, he insisted that Paley be made temporary chairman. Otherwise, the company would be thrown into chaos.

Adapted from Lawyer: A Life of Counsel and Controversy, by Arthur L. Liman, copyright [C] 1998 by Ellen Liman. Published by Public Affairs, a member of the Perseus Books Group, New York.