Steve Brown -- Dan Siegel
A few pages of
Pacifica Radio history
This interchange, while lengthy, is very worth a read. It covers many aspects of Pacifica history and the destructive contributions of attorney Dan Siegel.
Text in PALE GREEN was written by attorney Dan Siegel.
Text in SKY BLUE by outgoing Pacifica National Board member Stephen Brown.
Hi, Dan –
I am grateful you finally found time to respond to one of my emails — I know you’re a busy man. But haven’t you forgotten something? Isn’t it customary, when one responds to an email, to include a copy of the email to which one is responding, so that your readers will not wonder what you are talking about – or, worse, see only your paraphrase of what I may or may not have said?
I have therefore corrected your omission, and attached a copy of my original email, the one that offended you (“Why the judge ordered Pacifica to pay an extra $32,000 re Silverman v Pacifica”). I will also try to correct the many half-truths, and whole falsehoods, in your response to my email. My comments are below in blue.
And never mind thanking me for correcting the record, Dan. Glad to do it.
From: Dan Siegel
Sent: Friday, January 1, 2016 7:49 PM
Subject: Response to Steve Broan
My name is spelled “Brown,” Dan. No big deal, though. Typos do happen.
Steve Brown has taken on a new cause – me.
“New”? Dan, you really must catch up on your email. I have been writing about you for years — explaining to our listeners how your behavior has enhanced the well being of Pacifica in much the same way as one might say that the behavior of George Bush has enhanced the well being of America.
I cannot speculate on the reasons for his efforts, but I have decided that I should at least try to set the record straight. Steve’s email of December 13, 2015, is full of half-truths and complete falsehoods. Steve’s claims are inaccurate in part because he blames me for things that occurred when I had no official role in the organization other than as a member of the PNB and the KPFA LSB.
Dan, here’s a news flash. Members of the PNB and LSB, are the highest governing authorities in Pacifica. They make the final decisions, and have the ultimate legal responsibility, for everything – and I mean literally everything — that the foundation does or fails to do.
But I understand where you are coming from. Our Senators and Representatives make the same plea: “Don’t blame us for the mean and nasty things America does; we have no official role in government … other than being the government.”
HOW YOU LIED IN COURT, BROKE THE LAW, AND COST PACIFICA $440,000 IN THE LONNIE HICKS LAWSUIT
I became general counsel in April 2006 and resigned in February 2009 when the new PNB majority ignored my advice and fired CFO Lonnie Hicks.
I’m glad you brought up the Lonnie Hicks case, Dan. It’s a good place to remind you and your readers that ex-CFO Hicks, whose firing you claim to have resigned over, was one of the worst and shadiest CFOs in Pacifica history. A long list of his transgressions was discussed widely on the internet, and Hicks was fired by the national board in one of its rare demonstrations of good sense.
But Hicks was your buddy, so I applaud your loyal protest over his firing. But what I can’t applaud is that unidentified legal advisor (was it you, Dan?) who whispered in Hicks’s ear that he should sue Pacifica by claiming he was “fired for being Black.” That claim is the traditional ploy of Pacifica personnel who are fired — whether for getting caught with their hands in the till, or for putting those hands on an inappropriate part of another staff member’s anatomy, or whatever. They all claim, “I was fired because of my race.”
That’s what your buddy Bernard White claimed, when he was fired by WBAI. He said that Pacifica fired him for being Black, and sued. But his case was laughed out of court — because he was fired by a Black station manager on the advice of a Black human resources director with the approval of a Board of Directors that was 50% people of color. And he was replaced in the job of program director … by a Black program director. Even so, it still cost Pacifica $300,000 to defend itself against White’s bogus claim in court.
But Hicks’s lawsuit cost Pacifica even more, thanks to the nasty (and illegal) bit of business you pulled during the trial. But since you neglected to mention it, I will now correct that omission, and break the silence on information that you and your friends have been doing your best to sweep under the rug for the past 7 years.
During the 2009 Lonnie Hicks lawsuit, just before Hicks’s bogus allegation was about to be laughed out of court (as Bernard White’s bogus allegation was laughed out of court), you told Hicks’s lawyer that Lonnie Hicks had indeed been fired for being Black. Your lie (and it was a lie) not only infuriated Pacifica’s defense team; it also shocked them. For in addition to being a lie, it was a serious (and vicious) breach of professional ethics, as well as a violation of California law — which precludes an attorney from doing anything that will injuriously affect a former client in any matter in which the attorney formerly represented the client.)
In addition to having your mouth washed out with soap for lying Dan, you should have been disbarred on the spot and forced to pay civil fines and penalties. And as a matter of fact, disbarment proceedings almost were brought against you by Pacifica’s defense team and insurance company. But they were blocked by your political faction on the Board. However, your lie had collapsed Pacifica’s defense, forcing it to settle with Hicks for $440,000, instead of having his case thrown out of court, as it normally would have been. (I have attached your shameful deposition in the Hicks trial). (Short version of deposition is here.).
Actually, telling that was a double bonus for you, wasn’t it, Dan? On the one hand, you got to throw your buddy Lonnie Hicks an easy $440,000. (What are friends for, right?) On the other hand, you got revenge on Pacifica, whose new Board had forced you out of your job as Legal Counsel. I say “forced you out,” even though you say you resigned, voluntarily, as a noble protest over Hicks’s firing. But my understanding is that you were “asked” to leave, because you had committed so many legal blunders, and that the board had generously allowed you to resign, so you could save face.
Ricardo DeAnda became general counsel after my resignation. While general counsel I served for a few months as Interim Executive Director on two occasions in 2007 and 2008, just before Nicole Sawaya took over and after she resigned. I have been handling cases on an as assigned basis since April 2014. In summary I played no role in any of Pacifica’s cases between February 2009 and April 2014.
There you go again, Dan, with your “I played no role” excuse. Just because you weren’t Pacifica’s official Corporate Counsel doesn’t mean you “played no role.” Methinks you doth protest too much, Dan. The problems you caused the foundation were not merely a result of your being official Corporate Counsel – I mean your neglect of minor matters until they blew up into major law suits; your mishandled court cases requiring staggering six-figure settlements; your violations of foundation bylaws and California statutes; your attempt to improperly influence local station elections; your suppression of legitimate staff complaints; your winking at intellectual piracy in the making of fundraising premiums; your bringing the foundation into public disrepute, and more.
Many problems you caused the foundation were the result of your compulsion to overreach — your ego seemed to crave prestigious titles and positions of power. (My mother would have said your eyes were bigger than your stomach.) For example, you improperly (and sometimes illegally) appointed yourself to various Pacifica governing positions on the basis of no legitimate authority other than your own desire to occupy the office. Often you incongruously took over multiple offices simultaneously — and disastrously — like some many-armed Indian deity.
Among your many titles (I apologize if I have mis-remembered any) were KPFA Board Member, Pacifica National Board Member, Chairman of the Pacifica National Board, Pacifica Executive Director, Pacifica National Election Supervisor, Pacifica Human Resources Director, and of course, Pacifica Legal Counsel.
Your attempt to wear so many hats at once – and the conflicts of interest that this caused — was a prime reason you were reprimanded by the judge and removed as Pacifica defense counsel in the notorious Molly Paige lawsuit that charged KPFK’s General Manager, Eva Georgia, with racial and sexual harassment (a case in which you yourself were bizarrely named as a co-defendant!).
HOW YOU DISGRACED YOURSELF AND PACIFICA IN THE NOTORIOUS MOLLY PAIGE LAWSUIT AND GOT FINED THOUSANDS OF DOLLARS BY THE JUDGE FOR IMPROPER BEHAVIOR
Steve blames me for the outcome of Molly Paige’s case against Pacifica and KPFK general manager Eva Georgiou.
Her name is spelled “Georgia,” Dan. And yes, I do blame you, not only for the bad outcome, but for creating a case that shouldn’t have existed in the first place. Moreover, you have greatly misrepresented your role in this case, which you turned into an embarrassing and costly fiasco for Pacifica. As in the Lonnie Hicks case, the ignoble part you played was never honestly reported to Pacifica’s listeners, whose donations had to pay for your misbehavior. So I am reporting it now, if belatedly.
When Molly Paige came to you in 2007, tearful, stressed out, and psychologically shredded, you refused to take her complaints of sexual harassment seriously — even though you knew, from Pacifica’s own files, that general manager Eva Georgia had a long and unsavory trail of sexual harassment complaints against her from prior employment positions. [See article in IndyMedia.]
So instead of honestly investigating Molly’s complaints, you stonewalled, browbeat, and humiliated her for nearly a year – during which time her boss, Eva Georgia, continued to subject her to “inappropriate, sexually charged remarks, innuendoes and gestures as well as sexually offensive touching,” “which resulted in a hostile, abusive, and intolerable working environment.”
Molly told you that Georgia repeatedly advised her that she “needed to get laid” and should try lesbian sex. She told you that Georgia said it excited her to watch her apply lipstick, caressed her hair without permission, and tried to coerce her into bed during a business trip by making “remarks of a quid pro quo nature.” But you continued to ridicule her complaints. You even made fun of her by telling smarmy jokes to your friends (as noted in the court records) about her tearful accounts of improper touching and fondling by Georgia (who threatened to fire Molly if she did not submit to sexual intimacies). Day after day, as Molly testified, Georgia continued to torment and sexually harass her. But you (as self-appointed Human Resources Director) refused to seriously investigate the harassment, let try to stop it.
After 10 stressful months, with no response from you, she had no way to stop the abuse – except to sue. Which she finally did. And then you botched the trial so badly – and were so compromised by your conflict of interest – that Chartis (our insurance company) had to boot you off the case.
I did represent Pacifica in that case, but what Steve does not mention is that Pacifica had a legal obligation to represent and indemnify Eva Georgiou [it’s spelled “Georgia,” Dan] for any verdict or settlement against her.
True, Dan. But equally true is that there would not have been a case at all, if you had not so dishonestly mishandled Molly Paige’s complaints. Molly herself indicated that she would have gladly settled the matter early on — without lawyers or court intervention – for little more than an apology and the quiet resignation of Eva Georgia — who was on the way out anyway, since the station staff hated her, and additional claims of sexual harassment had begun to surface, as well as allegations of “financial irregularities” (I am being euphemistic) that made her a dangerous liability to Pacifica.
But your arrogance and lack of appropriate response forced Molly Paige to sue Pacifica. So once again, you inflated a flea into an elephant. Unfortunately, it was not you but Pacifica’s listeners who had to pay the price. And a heavy price it was – not only $125,000 for Molly Paige, plus approximately $150,000 more to settle two additional sexual harassment charges against Georgia, but also (and this really blows my mind) a $100,000 Golden Parachute that you yourself negotiated for Georgia, who in the opinion of many should have been tarred and feathered, instead of rewarded. Total price you cost Pacifica in this fiasco: $375,000.
The case was problematic with risks for both sides. About a year into the case, Ms. Paige’s attorney amended her complaint to add me personally as a defendant on the theory that as Interim Executive Director I was somehow responsible for the actions alleged against Ms. Georgiou. [Once again, Dan, her name is spelled “Georgia”.] As a result, I had to withdraw as counsel, and ultimately Pacifica’s insurance company and Executive Director Sawaya decided to settle the case on terms that were reasonable for Pacifica. Pacifica’s total cost for the case was its insurance deductible of $125,000. Contrary to what Steve says, I was never “reprimanded” by anyone for a conflict of interest in that case. Once I was sued I had to and did withdraw.
That last paragraph is a master class in how to twist the truth, Dan. So to correct your misstatements, I am referencing the court documents, which curious readers may access as follows:
December 27, 2007, Ruling for Sanctions:
March 3, 2008, Motion for Willful Violation of Court Order and Sanctions:
April 3, 2008, Motion to Compel Deposition:
April 3, 2008, Motion to Compel Investigation Data:
April 4, 2008, Substitution of Counsel:
May 27, 2008, Motion to Compel Lexa Testimony:
As the trial documents show, Dan – and contrary to your denials — you were indeed “reprimanded” by the court. You were fined $1,920 in sanctions by Judge Mooney of the LA Superior Court, on December 26, 2007, for failing to provide evidence. Two additional motions for sanctions were filed against you on March 3, 2008, in the amount of $940, for willful violation of a court order, and another on April 3, 2008, for $1,390, to compel production of documents pertaining to your (non) investigation of the sexual harassment complaints, and to compel your answers in a personal deposition.
Nor did you voluntarily “withdraw” (as you claim) from the case, on April 4, 2008. You were ignominiously booted off the case by our angry insurance company, for conflicts of interest, and for obstructing settlement negotiations. A third motion for sanctions was then made against you, in the amount of $1,390, for obstructing the deposition of a Pacifica employee named Ali Lexa, whose testimony confirmed the crude jokes you were making to your friends about Molly’s charges of sexual harassment, when you were supposed to be investigating their veracity.
During the entire Molly Paige affair, you portrayed yourself as a champion riding to Pacifica’s rescue, when what you were really doing was pushing Pacifica over a cliff. It’s all in the court documents – which I bet you thought that no one would go to the trouble of getting from the court (they cost $120).
HOW YOU IMPROPERLY INFLUENCED PACIFICA’S 2007 ELECTIONS, GOT CAUGHT, GOT SUED, AND COST PACIFICA HUNDREDS OF THOUSANDS OF DOLLARS IN LEGAL FEES
Steve takes me to task for the costs to Pacifica resulting from the 2007 WBAI LSB election. During that time I was serving as Pacifica’s general counsel and, for a time, as interim executive director. In that capacity I terminated the contract of the National Election Supervisor because he was completely inept and unable to get any of the LSB elections certified.
Omigod, Dan, that paragraph is a whopper! Your nose must have grown a foot longer after you wrote it. I hardly know where to begin. But I will start with the National Election Supervisor (his name is Casey Peters), whom you say you fired because he “was completely inept.” As in your other false claims, this one relies on your gamble that few if any persons will go to the trouble of tracking down the documentary evidence that turns your claims upside down. But I did go to the trouble, and this is what I found.
Yes, you fired Peters — not for being “inept” — but because he quite properly refused to obey your illegal orders to influence local station elections in favor of your preferred candidates. How do I know that your orders were illegal? Well, for one thing, the courts found them to be so, in the lawsuit against your actions by members of the WBAI Local Station Board. (Of course, even if your orders had been legal, it was still illegal for you to give orders to a National Election Supervisor, whose independence from Pacifica’s officers is mandated in the bylaws.)
But naturally, you neglected to mention that little detail. Nor did you mention that, after you fired Peters, you took over his title, announcing (on the basis of your own non-existent authority) that you were now Pacifica’s National Election Supervisor. This too was illegal, in fact it was a flagrant violation of Pacifica’s bylaws. Which you certainly knew, Dan, since one of the many hats you were wearing at the time was that of Legal Counsel. And as Article IV, Section 4 (A) of our bylaws clearly states, the National Election Supervisor
“shall not be an employee of the Foundation or any Foundation radio station or a Delegate, Officer, or Director of the Foundation or any LSB, or a radio station staff member, paid or unpaid.”
That meant you were ineligible to be NES. But you couldn’t care less, Dan, because you were pursuing a private agenda. Which was to improperly influence the results of the 2007 elections in favor of your friends at each station – namely, the Justice & Unity faction (JUC) at WBAI, the Save KPFA faction at KPFA, and corresponding factions at the other stations. But your illegal actions were overturned by the court. This is excruciatingly and embarrassingly detailed in the Final Report on the 2007 Pacifica Elections to the Pacifica National Board, by National Election Supervisor Casey Peters. Few people in Pacifica have ever seen this report, which I am now making public.
Peters summarizes your illegal (and costly) behavior in the 2007 elections as follows: “Unfortunately, issuance of this report was dramatically delayed by many circumstances. These included … interference in the elections process by Dan Siegel both as corporate counsel and as Interim ED with the culmination of his firing me as NES for sticking to established rules and refusing to count the votes his way.” [page 7]
Peters says further: “The court upheld the authority of the National Elections Supervisor [Peters]… [But a]fter the case was concluded, Dan Siegel said he did not care what the judge ordered [emphasis in the original-SB] … For my refusal to violate my principles and the election rules, I was fired by Dan Siegel, and he appointed someone who would follow his dictates rather than the established procedures. In attempting to retrieve Pacifica’s laptop and vote-counting equipment, Siegel even broke into my apartment and threatened my wife. This is no way to fulfill the Pacifica Mission Statement.” [page 27]
Peters then adds that: “[Siegel’s] violation of numerous election rules after my sudden, unlawful dismissal calls all subsequent vote counts into question.” [page 28]
“The PNB was influenced by the manipulation of Pacifica corporate counsel/interim ED Dan Siegel who made it known to me that he did not give a damn what the judge ruled.” [page 43]
“Dan Siegel was put back into place as interim ED. At that point, the power really seemed to go to Siegel’s head and he started ordering me about in how to fulfill my duties. He applied intimidation regarding the still-pending certification of KPFA results, telling me that I would be fired if I did not do so promptly. The problem was that criteria for certification had not been met due to irregularities in the campaign, as will be explained later in this report.
“Regardless of my desire to maintain absolute integrity in each of the local elections throughout the cycle, I was forced to capitulate in order to continue my work in administering the elections at the remaining radio stations. I realize now that this was an unforgivable error on my part and that I should have publicized the fact that the Interim Executive Director was using extortion to intimidate the National Elections Supervisor and wrongly influence the outcome of the elections to the detriment of members of the Pacifica Foundation.” [page 45]
“Essentially, Dan Siegel in his dual roles as corporate counsel and Interim Executive Director engaged in threats and manipulation to unlawfully control the outcome of Pacifica elections.” [page 49]
Finally, in this last citation from his report, Peters illustrates the combination of arrogance and irresponsibility in your personality, Dan, that has caused Pacifica so much grief, wasted so much of its money, and compromised so much of its honor, dignity and respect: “A few days later, Dan Siegel entered my home illegally without any prior notice, and without ringing the bell, knocking on the door or announcing himself. Siegel startled my wife Marilyn, who was home alone, in our living room and she yelled at him to get out. His intent was to confiscate election equipment and materials without compensating me for work completed. Siegel had apparently been drinking, and sat in a rented SUV flashing his headlights into our bedroom. Marilyn called the police to stop the harassment. We seriously considered pressing trespass and assault charges, but felt any publicity about the incident would not look good for the Pacifica Foundation.” [page 45]
This is certainly damning stuff, Dan. But nowhere did you mention it in your response to my email (understandably). Nor did you mention that it was your own illicit actions during the 2007 elections – as documented in the court records — that caused Pacifica to be sued in the first place. Which in turn required that Pacifica hire Silverman to defend it (a lawsuit Silverman lost, since your actions were indefensible). Which then required Pacifica to pay Silverman for defending it, an amount that has now grown to $97,000.
It was this question – who should pay Silverman — that prompted my email to the national board on December 13 (the mail that so offended you), in which I recommended that Silverman’s bill should not be paid by Pacifica, but more properly by you. That email of mine (“Why the judge ordered Pacifica to pay an extra $32,000 re Silverman v Pacifica”), is what prompted your response, which I am now answering – a response so full of self-serving omissions and untruths that it only digs you deeper into a hole.
Since the board did not disown Casey Peters’ report, and since you did not sue him for libel (which would have been cheap and easy for you, Dan, since you own a law firm), we can assume that Peters was telling the truth.
Not that I needed Casey Peters’ report to tell me what I had already known, Dan – that you were deliberately biasing the 2007 elections by putting your thumb on the scales, as it were. I already knew that because I was a victim of your attempted manipulations in that election, along with the ten WBAI candidates whose defeat you were trying to engineer. To stop you, I had prepared a lawsuit, in which I asserted that:
“… as Corporate Counsel and interim Executive Director, Dan Siegel, had knowingly and deliberately violated the Pacifica bylaws and California state law by improperly tampering with the election in order to prejudice its outcome in favor of his own preferred candidates, and by attempting to deprive WBAI listener-members of their legally protected right to contact other WBAI listener-members about the election by mail.”
But I never had to file that lawsuit, as I am sure you remember, Dan. The reason was that, when I sent you a preview copy of my lawyer’s brief, you backed down. Because you knew you would lose. So Pacifica was spared that legal expense.
But unfortunately Pacifica was not spared the legal expense of the lawsuit that Silverman was hired to defend – a lawsuit that your email describes in a manner so tenuously tangential to the truth that it could not have been bettered by Baron Munchausen himself. Here is how you describe that lawsuit:
The complaint made by Mitchell Cohen, Steve Brown [I was not a plaintiff in this lawsuit, Dan. I had nothing to do with it. But what’s one more false fact in an email so full of them?] , and others was that the National Elections Supervisor, with my agreement, extended the deadline for returning ballots to allow more people to vote in the WBAI LSB election. We took this action in response to complaints that some members had not received ballots or had been confused about the deadline for returning them. Mitchell Cohen and others filed suit. Long-term Pacifica attorney Daniel Silverman and his nephew Michael represented Pacifica. The case was ridiculously expensive to defend. The absurdity of the situation was demonstrated by the fact that when we counted all the ballots that came in and then counted again with those that came in after the original deadline excluded, the only difference was in the order of a few of the alternate LSB members. Long after the election, the case was resolved with attorneys’ fees owed to Mitchell’s attorneys. I was no longer working for Pacifica at the time of the settlement and had nothing to do with it.
A person reading your summary, Dan, might actually conclude that your conduct of the 2007 election had been scrupulously fair, instead of scandalously foul. You want your readers to believe that — for no reason at all, other than pure malice — a group of ne’er-do-well WBAI troublemakers decided to scrape together their last nickels and dimes to hire a lawyer in order to bring a worthless lawsuit against you (you called it an “absurdity”), which was then, somehow, as your cavalier one-word summary put it, “resolved.” Well, yes, it certainly was “resolved.” But you neglected to say how it was resolved – like, who won?
Those who care, can find out by reading the judge’s final settlement order. But I will spare them that tedious task by summarizing the court decision in just three words — you lost, Dan! And so did Pacifica, because (as Pacifica’s Legal Counsel) you were able to manipulate Pacifica into actually defending your indefensible actions, at great financial cost, instead of simply doing the right thing and avoiding a lawsuit in the first place.
Then Pacifica failed to pay Silverman’s bills, and he sued. Pacifica then failed to pay the attorney it hired to defend Silverman’s case, so Silverman obtained a default judgment for $75,000 [it was $65,000, Dan] , which has continued to grow [by $32,000] with additional costs for interest and legal fees. I had no involvement in that case either. [There you go again, Dan.] Summer Reese was the Executive Director when the bills of both sets of attorneys went unpaid. It appears that there may have been a settlement of the case in early 2014, but the National Office ignored it. Documentation of this matter only became available after the court in Oakland evicted Reese from the National Office in May 2014.
Forgive me for beating this to death, Dan, but doesn’t your pitiful plea — “I was not involved” — eerily echo Richard Nixon’s equally pitiful plea — “I am not a crook”? (Though you are better-looking than Nixon, I’ll give you that.) How can you not have been “involved,” Dan, when it was your own improper conduct that precipitated the lawsuit for which Silverman now wants to be paid? Silverman surely deserves to be paid, except NOT by Pacifica. As I recommended in my “offensive” email to the national board, on Dec. 13, Pacifica should have sent Silverman’s $97,000 bill to you, Dan, instead of having to pay out of its own pocket.
Next, Steve makes the claim that I was responsible for other workplace problems and costs to Pacifica, but provides no specifics. If he does provide specifics I will respond.
All right, Dan, since you ask, here are those “specifics”:
1. The Kathkouda vs. Pacifica sexual and racial discrimination case, in 2010, which you mishandled at WPFW in Washington, DC, and cost Pacifica $35,000 plus $125,000 in retainment. Cases like this look as if you were sucking money out of Pacifica with a vacuum cleaner. It was only your political faction on the national board that kept you from being kicked out of Pacifica entirely.
2. The Noelle Hanrahan case of sexual discrimination at KPFA, in 2007. That cost Pacifica $250,000 to settle because, when Noelle first made her complaints, you tried – as in the Molly Paige case — to ridicule her and suppress her complaints, instead of trying to resolve them – as Noelle indicated you could have done – with a simple adjustment of work schedules. Instead, after a year of your stonewalling and abuse (exactly as you behaved with Molly Paige), Noelle was finally forced to seek outside legal help and sue the foundation. Once again, you inflated a flea into an elephant, and once again, Pacifica (and its listeners) had to pay the price.
3. The 2012 ruling by the California Court of Appeals, in which you were found likely to have committed a breach of fiduciary duty against Pacifica by diverting money away from the foundation to a private fund. The court also ruled the same for your pal Margy Wilkinson, your “partner in crime” with whom you secretly set up the private “KPFA Foundation,” whose purpose, you admitted, was to scoop up Pacifica’s licenses after you and your faction drove the network into bankruptcy. (You can refresh your memory about that trial, Dan, by reading the court documents).
There are just too many fiascoes to list, Dan, and you handled all of them badly, regardless of whether you were acting for Pacifica – as Legal Counsel, Human Resources Director, National Election Supervisor, Chair of the Board, Executive Director, or any of the multitude of jobs and titles you kept appointing yourself to — or whether you were acting against Pacifica, as in the Hicks case, and costing Pacifica hundreds of thousands of dollars in penalties and settlements.
Perhaps the reason Pacifica has been sued so often by its own employees (and lost so often) is due what I regard as a “core” failure on your part – a failure, as Legal Counsel, to draft and distribute a legally up-to-date Pacifica Personnel Policy Manual. Such a manual could have avoided many of the lawsuits and personnel problems that have plagued the foundation. Such a manual would have protected Pacifica when those incidents occurred, instead of leaving it so pathetically vulnerable.
In fact, the foundation was warned, numerous times during your years in Pacifica governance (under whatever bizarre combination of titles you happened to be holding at the moment), that its 1996 personnel policy manual was outdated and alarmingly inadequate. It rendered Pacifica’s legal position dangerously weak in virtually every lawsuit for sexual and racial discrimination filed against it. That is because it often referred to management structures and positions that did not exist, and specified procedures, policies, and requirements of conduct that no employee, nor Pacifica itself, could possibly follow.
Ironically, Pacifica’s lack of a legally appropriate Personnel Policy Manual was finally resolved –not by you – but rather as an accidental byproduct of a particularly nasty piece of business you tried to foist on the foundation in 2008. At that time, the general manager of KPFA, Lemlem Rijio (who was forced to leave in disgrace), conspired with you and a National Board member (an attorney named Sherry Gendelman) in concocting bizarre allegations of racial and sexual harassment against another PNB member (named Joe Wanzala) and two members of the KPFA local station board (named Shahram Aghamir and Tracy Rosenberg).
Lemlem’s allegations were subsequently exposed as bogus, and many felt that it was you who had persuaded Lemlem to fabricate them in the first place, so that Wanzala, Aghamir and Rosenberg would lose their Board seats. They had been opposing your board faction, and had become a thorn in your side; therefore they had to be eliminated, by whatever means necessary, no matter how unethical.
Incidentally, this was the same Lemlem Rijio who had received a $325,000 Pacifica donation from a foundation, but instead of depositing the check in Pacifica’s bank account, had “inadvertently” (she claimed) stashed it in her desk drawer for over a year, until it was accidentally discovered during an audit — though unfortunately too late, because the donor would no longer honor it. Hiding that donation prevented Pacifica from using it, driving another step closer to bankruptcy — which would seem to be in perfect harmony with your oft-stated desire to destroy the Pacifica network, Dan, so that its licenses could be scooped up by interested parties – such as yourself, and the private corporation that you had secretly formed for this purpose with Margy Wilkinson (as I will demonstrate later in this letter).
When Wanzala, Aghamir, and Rosenberg learned that you, as Pacifica’s Legal Counsel, planned to “investigate” them on the basis of Lemlem’s false allegations of harassment, they realized what you were up to. So they secured an attorney to defend themselves – and threatened to countersue Pacifica. But their case was never formally filed in court. After a year and a half of legal letters back and forth, Wanzala, Aghamir and Rosenberg signed an informal settlement agreement with Pacifica (which you could not block, because a new Board had been elected that declined to retain you as Legal Counsel). The agreement promised that they would not sue Pacifica over the bogus charges, but only if the following conditions were met:
1. A formal apology from Pacifica for the bogus accusations had to be read aloud at the KPFA local station board;
2. Payment of $7,700 in legal bills for their attorney;
3. The re-certification of KPFA’s unpaid staff union (which you and your faction had decertified);
and yes! finally —
3. A rewrite of the legally outdated Pacifica Personnel Policy Manual that you had failed to produce.
Three of the four conditions were fulfilled immediately, since as I noted, you were no longer Legal Counsel and could not block them. The fourth condition – a rewrite and updating of Pacifica’s Personnel Policy Manual — sat around until 2011, when then-Executive Director Arlene Engelhardt finally hired an attorney to draft the new manual.
HOW YOU APPROVED RENEWING THE “SCANDALOUS” DEMOCRACY NOW! CONTRACT THAT PUSHED PACIFICA THREE MILLION DOLLARS FURTHER INTO DEBT
Steve also claims that I am responsible for what he describes as the “scandalous renewal of the Democracy Now! contract.” I have absolutely no idea what he is talking about. I do not believe that the Democracy Now! contract is “scandalous.” My last involvement in negotiating any agreement with democracy now! was in 2007. If there is something scandalous about that agreement, I hope Steve will explain it.
OK, I will explain what is wrong with the Democracy Now! contract and how it has hurt Pacifica, although I have explained it many times before, in reports to you as a Board member, as well as to our listeners. .But I will summarize it briefly below.
As an aside, I strongly disagree with the claim that Amy Goodman is somehow taking unfair advantage of Pacifica. Democracy ow! is owed so much money by Pacifica that it could force the Foundation into bankruptcy. Instead Amy continues to pitch for the Foundation and raises substantial funds. She is owed a debt of gratitude rather than condemnation.
Not everyone sees it that way, Dan. Yes, of course, Democracy Now! is a wonderful program – perhaps one of the best in America — and Amy is a superb host. That being said, there is extensive and justifiable criticism about the way Amy virtually extorted the program from Pacifica in 2001, by what appears very much like misrepresentation and fraud, and enabled her to receive, in the 15 years since then, revenues in excess of $77 million that might arguably have flowed to Pacifica. (More about that below.)
After all, Democracy Now! had been created by the Pacifica staff (not by Amy), and the foundation had invested nearly $7 million dollars in airtime and salaries (hers included) and production costs to ensure its success. Yet the contract under which Amy snatched this $7 million asset away from Pacifica required Pacifica to pay Amy $600,000 to $1 million a year for the privilege of airing Democracy Now! – when any other station in the country can air it for as little as $2,000 a year. (With “friends” like that … )
Nor should we owe Amy a special “debt of gratitude” for fundraising, because she will fundraise for any radio station that airs her program. She says so on her website. And she will fundraise for those stations — not for the $600,000 to $1 million she charges Pacifica — but free of charge. (Again, with “friends” like that … )
If none of that is scandalous, Dan — what is? How about the fact that, in the 15 years since Amy walked away from Pacifica with Democracy Now! in her pocket, she has collected nearly $77 million in revenue that might arguably have flowed to Pacifica?
Here is the immoral, perhaps also illegal, scheme by which Amy snatched Democracy Now! away from Pacifica.
In 2001, after almost two years of bitter internal warfare and costly legal battles, Pacifica was virtually bankrupt and barely breathing. That was the precise moment at which Amy made her move. She shocked Pacifica’s board members by threatening to leave Pacifica unless the foundation turned democracy now! over to her private corporation, lock stock and barrel. As a gift. Without compensation. Since Pacifica was totally broke, and was relying on Democracy Now!’s participation in its fund drives in order to rebuild and move forward, the board members were terrified — as Amy knew they would be.
Of course, the board could have refused Amy’s demand. Many believed that Amy would have backed down, because she had virtually nowhere else to go. For if she left Pacifica, it was unlikely that any other station would have hired her (she had tried, but she had apparently alienated many in the industry), and certainly not at the high salary she had been getting from Pacifica. She had even tried to get into NPR, but was been rebuffed. Therefore, without the exposure to Pacifica’s audience and the nationwide broadcasting platform that gave her an entire hour of prime drive-time, every day, five days a week, it was persuasively argued that she would quickly fade into obscurity, and that the board should stand firm.
But the board did not stand firm. Its Chair, Leslie Cagan, and Pacifica’s Executive Director, Dan Coughin, persuaded the board to give Amy what she demanded, and turn Democracy Now! over to her private corporation. Cagan and Coughlin were then appointed by the board to negotiate the terms of the transfer, which is where the “scandalous” nature of the contract, and the way it was forced down Pacifica’s throat, become clear. That is because Pacifica’s negotiators, Cagan and Coughlin, who were supposed to be in Pacifica’s corner, were really in Amy’s corner (and in Amy’s pocket, and I do not mean that just as a figure of speech).
Consider the evidence.
(1) Cagan had not been tasked by the board to sign a contract, only to negotiate one, and then bring it back to the board for approval. But she did not do that. After negotiating the contract in secret, she then signed it on her own authority, without a single board member ever having seen it, or having any idea what was in it. To give away a corporation’s most valuable asset in such a manner, without first securing board approval, is unheard of. What made her do it? Keep reading.
(2) Consider also that the contract was drafted, not by Cagan, but under the auspices of Amy’s attorney and chief negotiator, Michael Ratner, who more or less handed it to Cagan, and said – sign it. Whatever gave Ratner the notion that he could order around Pacifica’s Board Chair like some flunky in his office? Perhaps because, while the contract was being drafted, Ratner – remember, this is Amy’s personal attorney and chief negotiator – was giving Cagan money “to help defray her living expenses.” I estimated the total amount he gave her to be $50,000 [Cagan admits to “only” $30,000.] But whatever the amount, Dan, isn’t that a howler of a conflict of interest (almost as bad as some of yours), and one that smells so bad that any court in the land would have quickly overturned the giveaway, if asked by Pacifica to do so?
(3) But of course, Cagan and Coughlin saw to it that Pacifica did not ask. (Although, a few weeks later, several Board members publicly regretted, and apologized, for what had happened, including Carol Spooner; though none had the political courage to demand rescission of the contract.)
What about Dan Coughlin, the other member of Pacifica’s negotiating team?
(4) Pacifica’s other negotiator, Executive Director Dan Coughlin, had, not too long before, actually been Amy’s employee, and also her producer. The only reason he was now Pacifica’s Executive Director (over many objections, since he had no relevant qualifications, and at a salary far in excess of anything he had ever earned in his life), was because Amy Goodman got him the job, using her considerable clout with the board to make sure he was appointed.
HOW YOU CREATED A SECRET “SHADOW” CORPORATION TO SCOOP UP PACIFICA’S LICENSES AND ASSETS AFTER YOU PUSHED THE FOUNDATION INTO BANKRUPTCY
Steve [also] accuses me of setting up the KPFA Foundation. I am guilty of that, although so far only preliminary steps have been taken, in a public filing in September 2013. Setting up the KPFA Foundation is part of an approach I have openly advocated for years as an effort to protect our stations from a Pacifica bankruptcy or a receivership imposed by the California Attorney General in response to the organization’s insolvency. I proposed and still propose that Pacifica’s leadership in each signal area set up a nonprofit corporation that could seek ownership of that area’s station in the event that Pacifica is forced into bankruptcy by its creditors and its assets are sold. My hope is that a bankruptcy court would support the concept that the stations should remain in the hands of people who support Pacifica’s mission and programming. Needless to say, Margy Wilkinson and I seek no profit or personal benefit from this proposal. The concern is to safeguard our stations.
Written like a true lawyer, Dan. Now let me rewrite the above paragraph — minus your spin.
As Pacifica’s Corporate Counsel, and as a Board member, you had a fiduciary obligation to defend the welfare of the Pacifica Network. Yet you have publicly expressed your desire to break it up — to dismantle or destroy it. Is it any wonder, then, that so many mistrust your “butter-wouldn’t-melt-in-my-mouth” assurances that the reason you created your secret “KPFA Foundation” was to “support” and “safeguard” the Pacifica mission? After all, Dan, the “KPFA Foundation” is under your total control; lists as its address your Siegel & Yee law firm; and has, as its admitted purpose, the acquisition of Pacifica’s licenses and assets valued at over $100 million.
If your intentions were honorable, why did you and Margy Wilkinson set up your shadow corporation in absolute secrecy? For over two years, you deliberately failed – contrary to law, and as required by the California Bar Association’s Rules of Professional Conduct — to notify the rest of the Board, or the Executive Director, of what you had done. The existence of your corporation remained a complete secret until accidentally discovered, only a few months ago, by the Pacifica Board Secretary.
Why the secrecy, Dan? Was it because setting up a secret corporation — which you controlled — in order to acquire the valuable assets of another corporation — to which you owed fiduciary loyalty, both as its attorney and member of its board — was not only a conflict of interest, but also against the law? Was it because, as a Director of Pacifica and also its attorney, you had both the means and the opportunity to bring about the very bankruptcy of Pacifica that you admitted you needed in order for your “KPFA Foundation” to acquire its licenses and assets?
IF IT WALKS LIKE A DUCK, AND QUACKS LIKE A DUCK … WELL, DAN, YOU KNOW THE REST OF THE SAYING, DON’T YOU?
Many of your past actions, Dan, and those of your faction (which has controlled the Board for the past several years), would appear nonsensical to anyone who thought the purpose of those actions was to “support” and “safeguard” the Pacifica Network. But they make perfect sense if their purpose was to dismantle and destroy the Pacifica Network, so that it could be reassembled under your control, as the property of your private “KPFA Foundation.”
How, then, can Pacifica possibly trust anything you say or do, Dan, when you clearly stand to profit by undermining its stability, blocking its processes, hampering its administrative functions, and pushing it into insolvency? And especially since you are so uniquely positioned to achieve those goals by virtue of your insider status (you are sill the foundation’s lawyer) like a “mole” or double agent.
In a nutshell, Dan, you are advantaged by the disadvantage of Pacifica. Isn’t that virtually the classic definition of conflict of interest?
Such a glaring conflict of interest would seem to violate professional legal ethics. The California State Bar Association might think so, too, for it has launched a formal investigation into your conduct as National Board member and attorney for Pacifica. The California Attorney General’s office has also launched an investigation, in which your misconduct at Pacifica plays a major part.
Moreover, as you are no doubt aware, a motion is pending before the Pacific National Board to sever any and all connections between you and Pacifica, and between Pacifica and your law firm, Siegel & Yee, which has done so much to cripple the foundation that you are sworn to protect. Unfortunately, your faction on the Board keeps tabling that motion, to prevent it from even being debated, let alone brought to a vote.
Hopefully this situation will change before you succeed in taking Pacifica down. Until then, I get the shivers at night, dreaming of you and Margy Wilkinson, eagerly waiting like sharks beneath a gangplank, for the foundation’s precious licenses to drop into the jaws of your shadow “KPFA Foundation.”
The final point I want to make is that the financial threat to Pacifica is very real, and the PNB must pay close attention to what is occurring. WBAI is barely surviving after having eliminated almost all of its staff. The finances of WPFW in Washington are perilous. KPFK, which was healthy until recently, is facing serious financial problems and making major cuts in staff. Only KPFA and KPFT in Houston are fiscally healthy. The PNB must be willing to take radical steps to save the network. There are no more bandages available.
There are “no more bandages available,” Dan, because you have ripped them all off. And now, in the paragraph above, you have the chutzpah to come before us shedding crocodile tears over the very catastrophe that, as I have shown above, you and your friends have worked so diligently to bring about.
Steve and his allies are not helping. He does not mention that he has sued Pacifica for over $225,000, based upon WBAI’s failure to repay a $30,000 loan and, more significantly, reimbursement of funds that he claims were necessary for him to spend to defend himself in the Bernard White lawsuit against WBAI. Whether Steve’s expenditures were necessary is questionable. Regardless, Pacifica does not have the money to pay Steve, Dan Silverman, or others clamoring for money.
Well spun, Dan, just like the rest of your disingenuous email. Yes, I am indeed suing Pacific. But I wonder why you neglected to inform your readers that it is a “pass-through” lawsuit — that is, the money that I will be reimbursed, for my legal defense in the Bernard White lawsuit, will ultimately be paid by Pacifica’s insurance company.
As to your statement that my reimbursement is “questionable,” you of all people know that it is not questionable. You know that because you did not even put in an objection to my attorney’s motion that the court issue a judgment in my favor (which I expect will be issued as a matter of course).
To be more specific, Dan:
(1) My legal expenses are not “questionable” because Pacifica was required, by law, to pay for my defense costs in the Bernard White case, after which those costs would have been reimbursed by Pacifica’s insurance carrier, Chartis. It is deceitful (and therefore typical of you) to pretend that you didn’t know that – because you did know it, since it was confirmed by Pacifica’s own Legal Counsel at the time, Andrew Gold, in a letter to my attorney. Which is in your files, Dan.
(2) As to why I needed to have a different lawyer from Pacifica’s, it was Chartis, not I, who demanded that there be two different law firms, one for Pacifica and one for me, in the Bernard White lawsuit. (Otherwise Pacifica’s coverage would have been voided.) And it was Chartis who chose my law firm, or rather presented me with a list of their “affiliated” law firms from which I had to make my choice, and whose fees they would then reimburse after trial.
(3) In fact, Chartis, had already issued a reimbursement check for my legal costs three years ago — then withdrew it when it was discovered that Pacifica management (naughty, naughty) had failed to honor its retainment agreement with Chartis. My current lawsuit, therefore, is actually to compel Pacifica’s Executive Director (a member of your faction, Dan; is that just a coincidence?) to honor her legal obligation, so that Chartis can finally release the funds for my reimbursement. I have been asking this for three years, Dan – and have been ignored for three years – until I finally threw up my hands in frustration and resorted to court action.
(4) But why was that even necessary, Dan? My lawyers tell me that your law firm is the one handling my case, so perhaps it was the legal advice that you whispered – first in Margy Wilkinson’s ear, then in Lydia Brazon’s ear — that turned this silly issue into a lawsuit. Is this just one more instance in which you have inflated a flea into an elephant?
You may present yourself as a friend of Pacifica in public, Dan, but, behind the scenes, you and your faction have been raping the foundation as cynically as Bill Cosby seems to have been raping the women to whom he, too, had presented himself as a friend. Isn’t it time to stop, Dan? Or if you won’t stop, isn’t it time for the people who care about Pacifica rise up and make you stop?