Pac-12 legal affairs: Fired executives file complaint, claim Larry Scott knew about Comcast overpayments

Mark Shuken and Brent Willman have filed a wrongful termination complaint against the conference.

Former Pac-12 executives Mark Shuken and Brent Willman have filed a wrongful termination complaint against the conference following their dismissals for their roles in the Comcast overpayment scandal.

Shuken, the former president of the Pac-12 Networks, and Willman, the Pac-12’s former CFO, were terminated on Jan. 20 for failing to properly report millions of dollars in overpayments made by Comcast to the Pac-12 Networks.

But the complaint alleges they did, in fact, properly report the issue — they repeatedly told then-commissioner Larry Scott about the situation after it was discovered in December 2017, and Scott told them “not to say or do anything.”

The overpayments continued for years and are believed to have totaled $5 million annually over the course of a decade, before Comcast discovered them in 2022. They have left the Pac-12 schools at significant financial risk, with Comcast expected to withhold approximately $50 million in revenue distributions to the networks — or $4.2 million per school — until the expiration of its contract in the summer of 2024.

Filed in San Francisco Superior Court this week and obtained by the Hotline, the document calls the twin terminations of Shuken and Willman an “egregious case of scapegoating and the cover-up of retaliation.”

It seeks injunctive relief, claiming the statement published on the Pac-12 website that announced the terminations of unnamed executives has caused “irreparable harm” to their reputations. Damages are “in amounts to be established at trial and believed to be in excess of $2 million,” according to the complaint.

Asked to comment, the Pac-12 issued the following statement to the Hotline:

“The claims being alleged are wholly without merit and the Pac-12 intends to vigorously defend against such false claims.”

At the center of the complaint is an argument for wrongful termination. The executives were dismissed for “a failure … to disclose material information to the Pac-12 Board of Directors and external Pac-12 auditors in connection with overpayments by a Pac-12 Networks distribution partner,” according to a statement by the conference on Jan. 20.

However, the complaint states that Shuken and Willman repeatedly told Scott, who served as both commissioner and chief executive of the Pac-12 Networks:

“From late 2017 and well into 2018, Plaintiffs Shuken and Willman repeatedly and separately told Commissioner Scott about the audit, appropriately deferring to him about how to proceed. Commissioner Scott told them that the Comcast audit findings were ‘preposterous’ and they each were specifically instructed by Commissioner Scott not to say or do anything about the Comcast audit. When Willman disclosed the audit, Commissioner Scott responded: ‘no way.’ Commissioner Scott told Shuken in response to the audit results: ‘it’s crazy, ignore it.’

Scott did not respond to a request for comment.

The complaint also attempts to undermine the credibility of the investigation conducted last fall on behalf of the Pac-12 by the Palo Alto-based firm Cooley LLP. It states that the lead attorney, Michael Sheetz, has been Scott’s personal attorney. (The Pac-12 has retained Cooley LLP for legal work for years.)

The complaint does not mention the existence of any documentation (no emails, no text messages, no memos or notes) that prove Shuken and Willman told Scott of the overpayments, suggesting all exchanges about the issue were verbal.

The complaint states Shuken and Willman were contractually prohibited from going over Scott’s head and reporting the overpayments to the Pac-12 board of directors (i.e., the university presidents).

Current commissioner George Kliavkoff is mentioned a few times in the 32-page document, with each reference citing an exchange with Willman in mid-January.

Willman, as CFO, had prepared a financial forecast for the Pac-12 presidents in advance of a board meeting on Jan. 30. The slide deck included details of the 2017 audit that initially exposed the overpayments.

According to the complaint, Kliavkoff “expressly directed Mr. Willman to remove all mentions of the 2017 audit from the Board deck, to shield any mention of it from the Board.”

By then, the board had known about the situation for months and Willman was three days from being terminated.

The complaint doesn’t indicate Shuken or Willman mentioned the overpayments to Kliavkoff between the time he became commissioner in the summer of 2021 and the discovery of the overpayments by Comcast in the fall of 2022.

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