In an opposition brief filed this week, attorneys for fired Barnes & Noble CEO Demos Parneros argue that the former CEO’s surprise 2018 dismissal was engineered on false pretenses by an angry Len Riggio, and that a vaguely-worded B&N press release announcing the firing implied sexual misconduct, “lumping Parneros with the Harvey Weinsteins of the world,” and making the longtime executive virtually unemployable.
The filing, supported by hundreds of pages of depositions and exhibits, comes in response to B&N’s motion for partial summary judgment on two of the three claims—defamation and breach of good faith and fair dealing—in a bombshell lawsuit filed by Parneros over his July, 2018, dismissal.
In their motion, filed in November, B&N lawyers argue that Parneros’s defamation claim is without merit because the company’s press release announcing Parneros’s dismissal was “indisputably true,” stating only that his firing was for violations of company policy not due to “financial reporting, policies, or practices or any potential fraud relating thereto." And, with discovery now mostly complete, B&N insists there is no evidence that the company “acted in bad faith or with deliberate purpose” in depriving Parneros of his equity award.
But in his opposition memo, Parneros insists that the reasons for his firing were basically misrepresented to the B&N board by Riggio, who allegedly blamed Parneros for the collapse of a proposed deal to sell the company in June of 2018, and that the vagueness of the press release announcing his firing recklessly implied serious misconduct.
“One recruiter testified that the Press Release's unmistakable implication was a firing for sexual harassment or sexual misconduct and that it ended Parneros’s career,” the filing states. “B&N employees received calls, including from investors, asking about Parneros’s engaging in sexual harassment. Articles and web postings resulting in millions of views linked Parneros to known sexual harassers. The announcement destroyed Parneros’s reputation and made it impossible for him to find employment despite hundreds of job search efforts.”
Further, Parneros insists that the press release is false because he in fact did not violate any company policies.
Parneros was given three reasons for his firing—his bullying of CFO Allen Lindstrom; a single allegation of harassment by a female co-worker; and for allegedly undermining the potential deal to sell the company. But in the filing, Parneros insists all three claims are false.
In terms of his treatment of Lindstrom, Parneros concedes that he was unhappy with the CFO’s performance—a view, the evidence appears to show, that was widely shared by the B&N executive team, including Riggio. But “Lindstrom testified that Parneros’s dissatisfaction was genuine and that Parneros never raised his voice to him,” the filing states.
The handling of an alleged sexual harassment complaint by an executive assistant remains puzzling. Parneros denies he harassed anyone. But the assistant does not appear to have made a formal complaint beyond sharing details of an uncomfortable exchange with Parneros with co-workers. And the details of what B&N executives call an “investigation” were held as privileged, Parneros attorneys complain, even though the matter was supposedly satsifactorily concluded with Parneros apologizing in a meeting with the executive assistant, set up at the suggestion of Riggio and then v-p of corporate communications Mary Ellen Keating, who attended the meeting.
But in the most interesting section of the brief, Parneros denies that he undermined a potential deal to sell the company at a June 18, 2018 meeting with the potential buyer (believed to be W.H. Smith), and insists that the deal collapsed because of B&N's declining performance.
“In the May/June 2018 period, B&N sales were worse than anticipated and B&N executives told the Potential Acquirer that part of the cause was a computer-system problem. The Potential Acquirer’s executives grew increasingly concerned and the week before the June 18 meeting discussed the real possibility the deal would fail,” the filing states. On June 19, 2018, the Potential Acquirer told Riggio that the deal was off, “citing “the sales decline and the B&N executives’ inability to explain it.”
But in a deposition, the “Potential Acquirer” is said to have described the June 18 meeting “as having gone as expected" and testified that, “had the numbers been better by June 2018, it would have consummated the purchase.”
If Parneros's defamation and good faith claims are ultimately defeated in a summary judgment, it would leave only the breach of contract claim for trial, for which, previous filing states, the former CEO seeks approximately $6.4 million. By contrast, Parneros is seeking “approximately $70 million” in damages for the defamation claim alone, previous filings state.
Barnes & Noble is also countersuing Parneros, seeking to claw back some of the CEO’s compensation, alleging disloyal behavior.
Meanwhile, with the summary judgment motions proceeding, the parties are slated for a settlement conference before magistrate judge Gabriel Gorenstein, on January 27 in New York.
