#Nielsen TV ratings exec faced ethics probe over affair with company lawyer

TV-ratings firm Nielsen hired outside lawyers in September to investigate its No. 2 executive for having an affair with a company lawyer, The Post has learned.

The internal probe — sparked by an anonymous whistleblower — found that Chief Operating Officer Karthik Rao didn’t violate the company’s code of conduct, sources said. But the alleged affair with the Nielsen lawyer — who also got a promotion during the trysts — has raised eyebrows during an era of “Me Too” corporate scrutiny.

The attorney eventually broke up with Rao and left the company, a source familiar with the matter told The Post. After the breakup, Rao sent the woman a rambling email with the subject line “My thoughts…..” saying, “I have done the work to know it is not your fault.”

“I fell deeply in love with you and the whole you,” Rao wrote in the December 2020 email, which was reviewed by The Post. “Having my own darkness, I knew that everyone has baggage. The truth is that I never ran, not once. And I was gentle, caring and cautious to help you work through your feelings for a long time.”

Part of what Nielsen investigated, according to sources, was whether Rao used his position to pave the way for the woman to get a promotion.

In a statement to The Post, Rao said: “I am in full compliance with the code of conduct. I am confident in the thoroughness of the investigation Nielsen completed and support its conclusions.” He declined to comment further on the alleged affair.

Nielsen ruled that the affair didn’t present a conflict because Rao was not the woman’s direct supervisor. That’s despite the fact that she apparently was promoted instead of candidates that had been recommended by Nielsen’s Deputy Chief Legal Officer Eric Rubenstein, according to a December 2019 email from Rubenstein to the woman, in which he also congratulated her for the promotion.

Nielsen said the woman’s supervisor “made a fully independent decision,” which the company said was affirmed during the course of its investigation.

Though Nielsen told The Post that its review found “no conflict of interest in the performance of duties or impact on Nielsen’s business,” the company said it’s “taking this as an opportunity to review our policies and will be making updates, in consultation with outside counsel, as appropriate.”

When asked to detail any updates, Nielsen wouldn’t comment specifically, but said: “We are reviewing — as we do periodically — the entire code with respect to our employee rights and duties.”

The company’s most current code of conduct, from 2019, says: “Certain relationships can also create conflicts of interest or the appearance of conflict of interest.” It also says: “A romantic relationship between a manager and someone managed by that person would present a conflict.”

Nevertheless, Nielsen’s code of conduct doesn’t require affairs to be disclosed, unlike some other public companies, such as McDonald’s, which ousted a CEO last year after it found he had lied about an affair with an employee.

Still, “the optics of this aren’t great — and that’s the problem,” said Charles Elson, a corporate governance expert and attorney who is not involved in the situation.

If Nielsen had explicitly required the disclosure of workplace affairs, it might have discouraged Rao from starting the alleged romance — or given the company the right to discipline him once it learned of the alleged affair, Elson said.

While sources said Rao was cleared of code of conduct violations, it’s unclear if he faced any punishment for the alleged affair. Nielsen wouldn’t comment.

The company’s head of compliance and integrity, Lauren Connell, opened the investigation into Rao on Sept. 24, four days after the complaint was received, according to a document that detailed an exchange between Connell and the whistleblower.

“I have complete independence and access to the internal records necessary to fully investigate this matter and have retained outside counsel due to the serious nature of the [alleged] conduct,” Connell wrote.

On Nov. 2, Connell sent a cryptic message to the whistleblower that said, “We have fully investigated the concern you raised and taken remedial action, if appropriate.”

It is unclear if Nielsen’s CEO or the board were made aware of the probe, but on Oct. 28, Rao participated in Nielsen’s third-quarter earnings call. There was no mention of the investigation that he was facing at the time.

Rao’s rise to power at Nielsen came amid upheaval at the company in November 2019. The research firm had split into two publicly-traded entities — one handling consumer research, and the other focusing on TV ratings.

Rao, who was chief product and technology officer at Nielsen, was promoted to the lofty role of COO of the newly formed media company, now dubbed Nielsen Global Media.