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Second Epstein Investigation Begins at Victoria’s Secret, but What’s Changed?

It has been more than a year since L Brands, the owner of Victoria’s Secret, said it was hiring a law firm to investigate its billionaire founder Leslie H. Wexner’s close ties to the convicted sex criminal Jeffrey Epstein, but no findings have been made public and the review has seemed to fade from view.

Maybe a new law firm will fare better.

After Mr. Epstein’s July 2019 arrest, revelations about his sweeping power over the retail magnate’s fortune and how he may have used his link to the lingerie giant to prey on women prompted the company to swiftly declare that it had hired lawyers to conduct a “thorough review” of the matter.

The company enlisted Davis Polk & Wardwell, the white-shoe law firm that it had relied on for legal counsel for years, and which once employed Mr. Wexner’s wife, Abigail. But nothing about the scope of the investigation has been released since, and many former Victoria’s Secret employees, including two who had interacted with Mr. Epstein, said they were never contacted by lawyers.

Now, a second inquiry has begun at the company. A shareholder lawsuit filed in May suggested Davis Polk was too close to L Brands to be truly independent. The shareholder said they asked the board in February to replace Davis Polk or hire another firm as a “check” for its review of Mr. Wexner and Mr. Epstein’s relationship.

Last month, at least five current and former Victoria’s Secret employees were surprised to hear from a new lawyer with no affiliation to Davis Polk. Sarah K. Eddy, a partner in the litigation department of Wachtell, Lipton, Rosen & Katz, said she was commencing a separate investigation on behalf of two independent L Brands board members: Sarah Nash, who became its chairwoman this year, and Anne Sheehan.

In an email obtained by The New York Times, Ms. Eddy said her firm was investigating “allegations raised in shareholder demand letters and civil complaints concerning, among other things, connections between L Brands and Jeffrey Epstein.” The former employees, who spoke on the condition of anonymity citing fear of retribution, all said they had received similar calls and emails. Shareholder complaints have also raised concerns about allegations of misconduct and a culture of harassment and misogyny at L Brands and its lingerie powerhouse, suggesting that the new investigation could be looking into those issues.

Ms. Nash, a former executive at JPMorgan Chase and chief executive of Novagard Solutions, and Ms. Sheehan, an expert in corporate governance, joined the L Brands board last year after an activist investor pushed for more diversity and fewer directors with business and social ties to the Wexners.

Ms. Eddy declined to comment. A representative for Davis Polk did not respond to requests for comment.

The new investigation is the latest jolt for L Brands and Victoria’s Secret, and comes months after the pandemic foiled a plan to sell the lingerie brand to a private-equity firm. Even before the revelations about Mr. Epstein, Victoria’s Secret was battling a decline while facing criticism that its lingerie-clad models were out of step with current views of beauty. That put fresh attention on its management and the board of L Brands, which also owns Bath & Body Works.

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Credit…Astrid Stawiarz/Getty Images for Fragrance Foundation

Mr. Wexner, 83, has sought to distance himself from Mr. Epstein, who died in prison last August in what was ruled a suicide. But L Brands has also faced intense scrutiny about its workplace environment. An article by The Times in February showed that Mr. Wexner and his former chief marketing officer, Ed Razek, presided over an entrenched culture of misogyny, bullying and harassment at L Brands and Victoria’s Secret.

Mr. Wexner stepped down as C.E.O. and chairman of L Brands in May, but nearly all of Victoria’s Secret’s remaining top leaders are men he hired or promoted, including the brand’s interim chief executive, who was appointed to that role despite an extramarital affair with a subordinate that became widely known inside the company. The scarcity of women in the highest ranks of the company has frustrated some employees.

“This year, we have amended our board governance, made significant policy changes, initiated a robust diversity and inclusion strategy, and greatly enhanced associate communication,” Ms. Nash said in a statement. “It’s truly a new day for L Brands and I’m excited about the progress we continue to make for our associates, customers and communities we serve around the world.” She said she was proud that half of its board was now women.

Two current employees said they were cautiously optimistic that Wachtell’s independence could allow the new investigation to address the company’s workplace culture.

In May, the company’s board said that Stuart Burgdoerfer, L Brands’ chief financial officer for more than a decade, would also become interim C.E.O. of Victoria’s Secret. Some current and former employees wondered how significantly Mr. Burgdoerfer could improve the company’s culture. Several years ago, while he was engaged in an extramarital affair with an L Brands employee, fliers with both of their photos were placed on car windshields in a company parking lot, saying in part: “Hope you two can buy enough lingerie to make up for the damage you caused your families!!!”

News of the affair and the fliers spread through the company and even reached at least one Wall Street analyst. The matter was never addressed internally with rank-and-file staff. Mr. Burgdoerfer and the employee, who left the company this year, were recently married.

Charles McGuigan, the longtime chief operating officer of L Brands who departed in July, was also in a serious relationship with an employee who worked in store design and construction. Five current and former employees said that the situation was viewed as particularly egregious because Mr. McGuigan also oversaw human resources for a time while in the relationship.

Brooke Wilson, a company spokeswoman, said that the relationships “were fully and thoroughly disclosed to the appropriate people, including the board.” She said that there were no reporting relationships between the individuals or violations of company policy.

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Credit…Pool photo by Dia Dipasupil

Until last year L Brands had given investors few reasons to complain. Mr. Wexner previously had a sterling reputation as the longest-serving C.E.O. in the S&P 500 and was a major force in shaping the American mall through L Brands, which once owned chains like Abercrombie & Fitch and Express. He and his wife are prominent in Ohio as the biggest donors to Ohio State University. (Davis Polk, the law firm the company first enlisted for its investigation, has contributed money to Ohio State’s Wexner Center for the Arts.)

But the ties to Mr. Epstein, who had unusual control over Mr. Wexner’s billions and obtained assets like a New York mansion and private plane through their connection, dented the tycoon’s legacy. Earlier this year, three former L Brands executives told The Times that Mr. Wexner was alerted in the mid-1990s about Mr. Epstein’s attempts to pitch himself as a recruiter for Victoria’s Secret models, but the C.E.O. did not appear to act.

In February, L Brands announced a plan to sell a majority stake in Victoria’s Secret to the private-equity firm Sycamore Partners, whittling the public company down to Bath & Body Works. Once the sale closed, Mr. Wexner planned to step down as C.E.O. and chairman of L Brands but remain on its board.

Then the pandemic hit, dealing an outsize blow to mall chains, especially apparel sellers, and Sycamore backed out of the deal after some legal wrangling. In May, there was a management shuffle at Victoria’s Secret and Bath & Body Works, which are still being run as separate companies within the publicly traded L Brands, and Ms. Nash replaced Mr. Wexner as board chair. Mr. Wexner and his wife remain on the board but three directors retired, including a former Ohio State president as well as two who had served for more than three decades.

Morale has been low in a difficult year that has included hundreds of layoffs in New York and Columbus tied to the pandemic.

While L Brands’ shares soared 92 percent this year through Monday, they remained 64 percent below a 2015 peak.

L Brands will report quarterly earnings on Wednesday.

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Victoria’s Secret Sale to Private Equity Firm Falls Apart

The plan to sell Victoria’s Secret to a private equity firm was mutually terminated on Monday after the buyer, Sycamore Partners, tried to back out of the deal because it said it did not agree with steps the lingerie brand took in response to the coronavirus pandemic.

L Brands, which also owns Bath & Body Works, had agreed in February to sell a majority of Victoria’s Secret to Sycamore Partners for about $525 million. The transaction was expected to close in the second quarter. But as the pandemic forced Victoria’s Secret and many other retailers to temporarily close stores and furlough employees, Sycamore had second thoughts. The firm first tried to renegotiate the purchase, and then filed suit in Delaware to terminate the agreement, claiming L Brands had breached the terms of the deal. L Brands countersued, calling the attempt “invalid.”

In a statement on Monday, Sarah Nash, a director at L Brands and the company’s incoming chairwoman, cited the “extremely challenging business environment” for retailers as part of its decision to put an end to the deal.

“Our board believes that it is in the best interests of the company, our stockholders and our associates to focus our efforts entirely on navigating this environment to address those challenges and positioning our brands for success rather than engaging in costly and distracting litigation to force a partnership with Sycamore,” Ms. Nash said.

L Brands and Sycamore said that they would settle the litigation and that neither party would pay termination fees. The decision comes as a bit of a surprise, given that L Brands’ lawyers had seemingly accounted for the outbreak in the acquisition agreement. Language in the agreement essentially said that even if a pandemic struck, Sycamore would be legally obligated to complete the deal.

After the sale closed, the plan was for L Brands to remain a public company consisting of Bath & Body Works while Sycamore worked to revive Victoria’s Secret as a private company.

The acquisition had major implications for the company and its chief executive, Leslie H. Wexner, a storied 82-year-old retail magnate who has recently faced serious questions about his leadership. Questions have arisen about the company’s internal culture and Mr. Wexner’s relationship with the disgraced financier Jeffrey Epstein, a convicted sex offender. Mr. Wexner was expected to step down as C.E.O. and chairman upon the closing of the sale and retain a board seat at L Brands. Ms. Nash was then expected to become the chairwoman of L Brands.

On Monday, L Brands said that it planned to move forward with establishing Bath & Body Works as a “pure-play public company” and was taking “necessary steps” to prepare Victoria’s Secret to operate as a separate company. It also said that Mr. Wexner would step down as planned. Andrew Meslow, the current chief executive of Bath & Body Works, will become the C.E.O. of L Brands.

Stuart Burgdoerfer, who is currently the chief financial officer of L Brands, was appointed as interim chief executive of Victoria’s Secret, effective immediately. He will continue to be the C.F.O. of L Brands and report to Mr. Meslow and Ms. Nash.

The leadership changes will go into effect as of May 14, the day of the company’s annual shareholder meeting. The company said it would share additional details on its strategy during its next earnings call on May 21.

“The company will continue to take proactive measures to appropriately manage costs and expenditures to ensure liquidity in light of the ongoing Covid-19 pandemic, while also continuing to take steps to improve the brands’ performance,” L Brands said in the statement.

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Victoria’s Secret Sale Caps End of Wexner’s Retail Empire

For decades Leslie H. Wexner helped shape the modern shopping mall, his brands populating the space between department stores — Victoria’s Secret, Abercrombie & Fitch, Express, Bath & Body Works and more.

But as the standards of beauty changed in the fashion industry and the internet spawned new competitors to mall chains, Mr. Wexner, the chairman and chief executive of the retailing empire L Brands, struggled to keep up. At the helm of a company that catered to women but was run largely by men, Mr. Wexner lost touch with what women wanted.

On Thursday, he said he would step down from the top job at L Brands and sell a controlling stake in Victoria’s Secret, its crown jewel.

Mr. Wexner’s departure ends an era in retailing and caps a troubled year in which his close ties to the disgraced financier Jeffrey Epstein and revelations about an entrenched culture of misogyny at Victoria’s Secret were thrust into the spotlight. On Thursday, L Brands said it would sell 55 percent of Victoria’s Secret to Sycamore Partners, a private equity firm that has been snapping up struggling retailers.

The longest-serving chief executive in the S&P 500, Mr. Wexner will become chairman emeritus of L Brands when the $525 million purchase is completed, helping oversee just one of what was once a large stable of brands: Bath & Body Works. It is a muted exit for an 82-year-old billionaire who was once called the “Merlin of the mall.”

With his keen eye for the evolving tastes of American consumers, Mr. Wexner expanded L Brands into a behemoth from a single clothing store, the Limited, which he started in 1963 in Columbus, Ohio. He helped turn that city into a retail capital, and exerted vast influence in the state, doling out big donations to arts organizations, hospitals, universities and politicians.

He made his most important acquisition in 1982 when he bought Victoria’s Secret, a company that has helped define female sexiness for millions of men and women. For models, becoming one of the brand’s “Angels” all but guaranteed international fame.

“There’s no question that, professionally, he has been critical in creating retail as we know it today,” said Simeon Siegel, a managing director at BMO Capital Markets who covers retail and e-commerce. “The amount of companies that owe their existence to his expertise and ability to know what the consumer wanted — or even to tell the consumer what they wanted — cannot be contested.”

But in recent years, the approach that helped establish Mr. Wexner’s success began to seem out of touch. Under his leadership, Victoria’s Secret failed to keep pace with evolving beauty ideals and refused to embrace a broader range of body types and gender identities. Sales have been falling in recent years, and the company has been forced to close stores.

Investors and analysts have also criticized Victoria’s Secret for having few women in its top management. A string of female executives who pushed to reposition the brand left or were forced out, according to interviews with dozens of former and current employees.

Last year, Victoria’s Secret canceled its famous annual fashion show after a nearly two-decade run on broadcast television, and cut its headquarters staff by 15 percent.

Then last summer Mr. Epstein was accused of sex trafficking. The charges put a spotlight on Mr. Wexner’s long relationship with Mr. Epstein, who died in a Manhattan jail cell in August. Mr. Wexner has sought to distance himself from the financier, saying he had no knowledge of Mr. Epstein’s crimes.

The two men were unusually close. Mr. Wexner employed Mr. Epstein as a personal adviser for years, handing him sweeping powers over his finances, philanthropy and private life. Mr. Epstein obtained a mansion in Manhattan, a luxury estate in Ohio and a private plane — possessions worth roughly $100 million today — that were previously owned by Mr. Wexner or his companies.

Three L Brands executives said Mr. Wexner was alerted in the mid-1990s that Mr. Epstein was posing as a recruiter of young women for Victoria’s Secret, but did not appear to act on the complaints.

After Mr. Epstein’s arrest, L Brands said its board had hired the law firm Davis Polk & Wardwell to investigate the matter. A spokeswoman for L Brands, Tammy Roberts Myers, declined on Thursday to answer questions about the investigation.

The New York Times reported this month that the brand has for years had an entrenched culture of misogyny, bullying and harassment. The report was based on interviews with more than 30 current and former executives, employees, contractors and models, as well as court filings and other documents.

In a statement issued at the time, the independent directors on the L Brands board said that the company was focused on corporate governance, workplace and compliance practices and that it had made significant strides.

Mr. Wexner’s retailing empire grew out of a modest store he started after a disagreement with his father, who ran a clothing store named Leslie’s. His father carried a wide variety of merchandise, but Mr. Wexner argued that women really wanted to buy “sportswear” — a term at the time for skirts, sweaters and shirts. At the age of 26, he opened the Limited in a Columbus mall with the help of a $5,000 loan from his aunt.

Early on, he developed a reputation for working with his buyers to identify potential hits and moving quickly to offer them to customers. Lee Peterson, an executive vice president at WD Partners, a strategy, design and architecture firm, who worked for the Limited in the 1980s, said Mr. Wexner would quiz employees about what items were selling at Monday evening meetings.

“We would hold up merchandise and talk about what sold and didn’t sell, and he would only be interested in certain things,” Mr. Peterson said. “His first question was always, ‘What’d you pay for that?’ Then: ‘What’d you sell it for? How many did you sell? What would it take for you to sell 10,000 of those?’”

Mr. Peterson added: “If you didn’t know all the answers, he’d get super angry, but for Les, the thing was everything was so simple and so clear and easy for him. It was part of his DNA.”

The Limited, which was part of a wave of specialty chains like Gap and Banana Republic, opened its 100th store in 1976. But Mr. Wexner’s ambitions were bigger than a single label. By 1990, he had also purchased Henri Bendel, Abercrombie & Fitch and Lane Bryant and opened the Limited Too and Bath & Body Works.

But unlike some other retail moguls, Mr. Wexner, who has four children with his wife, Abigail, has long been a relatively private person. He did not appear in ads or write books about his business philosophy. He expressed an almost slavish devotion to L Brands. “If you want to torture me,” Mr. Wexner told The Times in 1986, “take my work away.”

While Mr. Wexner built a name by buying up chains, he also earned a reputation for spinning them off at just the right moment, taking Abercrombie public and selling Lane Bryant and New York & Company.

He was not sentimental about these transactions: While L Brands spent much of its existence as Limited Inc. and Limited Brands, the company sold its last remaining stake in the Limited chain to a private equity firm in 2010. The timing was right as shopping habits changed and fast-fashion chains like H&M began expanding aggressively.

L Brands has mainly focused on lingerie and home products in recent years. Despite its challenges, the company is still a major force. Sales totaled $13.2 billion in 2018, according to its most recent annual report, though its profit fell about 34 percent to $644 million. Bath & Body Works, which will remain public, has fared better than Victoria’s Secret.

In selling control of Victoria’s Secret to Sycamore, Mr. Wexner has turned his prized asset over to a financial firm that has struck deal after deal to acquire struggling brands. The firm, led by Stefan Kaluzny, has bought Hot Topic, Talbots and Staples and acquired assets from bankrupt retailers like Coldwater Creek. One of Sycamore’s first acquisitions was a 51 percent stake in Mast Global Fashions, now known as MGF Sourcing, L Brands’ sourcing business.

Some analysts and people who have done business with Sycamore have criticized it for excessively cutting costs and engaging in risky financial maneuvers. Sycamore surprised Wall Street last year by refinancing the debt of Staples in a transaction that helped pay for a $1 billion dividend to the private equity firm.

Sycamore has said little about its plans for Victoria’s Secret, and it is unclear how it might go about turning around the business.

Through the L Brands board, Mr. Wexner could continue to influence the successful Bath & Body Works chain, but he will not have any direct involvement with Victoria’s Secret. The L Brands board, which has been criticized for being too close to Mr. Wexner, will also replace three longtime directors, further reducing his influence.

When describing the last year of Mr. Wexner’s career, Mr. Peterson, his former employee, called it “30 years of brilliance crashing to a halt.”

He added, “What a tragic ending to a really brilliant story.”

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Wexner Is Expected to Step Down as Victoria’s Secret Goes Private

Leslie H. Wexner is expected to step down as the chief executive of L Brands, the retail empire he built with his purchase of Victoria’s Secret in 1982, and the lingerie brand plans to go private in a sale to Sycamore Partners that could be announced as early as Thursday, according to three people with knowledge of the deal.

Mr. Wexner, 82, is the longest-serving chief executive in the S&P 500. He turned Victoria’s Secret into the world’s most recognizable lingerie brand before facing serious questions about his leadership based on the company’s internal culture and his relationship with the disgraced financier Jeffrey Epstein.

The publicity-shy Mr. Wexner has come under intense scrutiny in the past year for his deep ties to Mr. Epstein and the flailing performance of Victoria’s Secret. L Brands, formerly known as Limited Brands, owns Victoria’s Secret and Bath & Body Works.

Sycamore will buy 55 percent of Victoria’s Secret, which was valued at $1.1 billion, according to one of the people with knowledge of the deal who spoke on condition of anonymity because it had not been announced. Mr. Wexner will remain on the L Brands board and retain stakes in both Victoria’s Secret and Bath & Body Works, the person said. Bath & Body Works will remain public.

News of the expected sale was first reported by The Wall Street Journal.

Mr. Wexner’s business savvy and sharp eye for the tastes of American consumers made him a billionaire and a retail industry icon. Over the years, he has been described as “one of the great merchant princes of the late 20th century,” a “rag-trade revolutionary” and the “Merlin of the mall.”

But the executive’s legacy has been tainted by his connection to Mr. Epstein, who died in a Manhattan jail cell in August while facing federal sex-trafficking charges. Mr. Wexner has sought to distance himself from the financier and emphasized that he had no knowledge of Mr. Epstein’s suspected activities.

Mr. Wexner employed Mr. Epstein as a personal adviser for years, handing him sweeping powers over his finances, philanthropy and private life. Mr. Epstein was empowered to borrow money on behalf of Mr. Wexner and sign Mr. Wexner’s tax returns, as well as hire people and make acquisitions. Over the years, Mr. Epstein obtained a mansion in Manhattan, a luxury estate in Ohio and a private plane — possessions worth roughly $100 million today — that had previously been owned by Mr. Wexner or his companies.

Details of the relationship added to the challenges of L Brands, where Victoria’s Secret has been struggling to keep up with changing notions of female beauty and representation in advertising. Victoria’s Secret is the company’s crown jewel. It is the world’s dominant specialty retailer for lingerie, with billions of dollars in revenue every year, and a pop-culture phenomenon. The supermodels selected to represent the brand — known as “Angels” — had long helped shape the ideals of beauty and sexiness for many Americans.

But it canceled its famous annual fashion show last year after a nearly two-decade run on broadcast television and conducted layoffs. The largely male management of L Brands has come under fierce criticism, especially as Victoria’s Secret has struggled.

The New York Times reported this month that Victoria’s Secret has for years had an entrenched culture of misogyny, bullying and harassment, based on interviews with more than 30 current and former executives, employees, contractors and models, as well as court filings and other documents. The culture was presided over by Mr. Wexner and Edward Razek, the chief marketing officer of L Brands who was the subject of numerous complaints that went unheeded. (Mr. Razek said the allegations against him were “categorically untrue.”)

In response to questions from The Times, Tammy Roberts Myers, a spokeswoman for L Brands, provided a statement at the time on behalf of the board’s independent directors. She said the company “is intensely focused” on corporate governance, workplace and compliance practices and that it had “made significant strides.”

“We regret any instance where we did not achieve this objective and are fully committed to continuous improvement and complete accountability,” she said.

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A Top L Brands Executive Complained of Harassment. Then She Was Locked Out.

In the more than two years since Harvey Weinstein was exposed as a sexual predator, the #MeToo movement has wrought a revolution in corporate governance — or so it would seem.

Corporations have diversified their boards with experts on inclusion. Board members have attended harassment training sessions and updated codes of conduct. Procedures have been established for handling complaints that reach the board. A key tenet: No one who brings a credible allegation to the board should face retaliation.

Then there’s L Brands.

As the holding company for Victoria’s Secret and Bath & Body Works, major brands with a heavily female clientele, L Brands “should be especially sensitive” to how allegations of gender discrimination and sexual misconduct are handled, said Charles M. Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. The scrutiny the company has undergone since public disclosure of the inexplicably close ties between the sex criminal Jeffrey Epstein and Leslie H. Wexner, L Brands’ chief executive, chairman and major shareholder, should only have heightened board concerns and sensitivities, he added.

Last year, L Brands took what seemed like significant steps to address its lack of diverse views and persistent claims of board cronyism with Mr. Wexner. It added two prominent women as independent board members: Anne Sheehan, a longtime advocate of good corporate governance, and Sarah E. Nash, a former J.P. Morgan executive and the chief executive of Novagard Solutions. Already on board was Patricia S. Bellinger, who is chief of staff to Harvard University’s president, Lawrence Bacow, and an expert on diversity and inclusion.

“We strictly prohibit retaliation for reporting concerns,” L Brands says on its website. “Anyone who retaliates or tries to retaliate against an individual who raises a concern in relation to this policy or who participates in the investigation, will be subject to disciplinary action up to and including termination of employment.”

Which makes L Brands’ recent treatment of one of its highest-ranking female executives, Monica Mitro, all the more troublesome.

Ms. Mitro was until last fall the executive vice president of public relations for Victoria’s Secret. She was a well-known figure in fashion and media circles who had spent decades at the company.

But for years, Ms. Mitro suffered verbal abuse at the hands of Ed Razek, her boss and a top executive at L Brands, according to colleagues who witnessed numerous instances of mistreatment. At times, they said, Ms. Mitro was left in tears.

Mr. Razek was the subject of repeated complaints, including trying to kiss models, get them to sit on his lap and making unwanted advances, The New York Times reported this weekend. An employee’s human resources complaint that was reviewed by The Times listed more than a dozen allegations, including demeaning comments and inappropriate touching of women. Mr. Razek said the allegations against him were “categorically untrue, misconstrued or taken out of context.”

Last fall, not long after Mr. Razek left the company and as rumors of imminent layoffs in Ms. Mitro’s marketing area were swirling, she decided it was time to speak up.

She didn’t think she could trust human resources, according to people familiar with her thinking, so she took her complaints of sexual harassment and gender discrimination — involving her and others — to someone she believed would inform the board of directors.

That person, according to people familiar with the exchange, was David A. Kollat, who had recently stepped down after 43 years on the boards of L Brands and its predecessors. He and Ms. Mitro had become close over her long tenure at the company, and she spoke with him directly.

Before stepping down, Mr. Kollat had been an independent director at L Brands, even though he was widely known to be close to Mr. Wexner. He had worked directly under Mr. Wexner for 10 years, serving as executive vice president for Mr. Wexner’s retail chain, The Limited.

It isn’t clear exactly what Mr. Kollat did with the information that Ms. Mitro provided. Ms. Mitro was not available for comment. Mr. Kollat, who is also the lead director at the footwear maker Wolverine Worldwide, did not respond to multiple messages. And Tammy Myers, a spokeswoman for L Brands, declined to say, citing a confidentiality agreement.

Mr. Elson, the Delaware professor, said the proper course would have been for Mr. Kollat to inform the appropriate board committee (typically, the audit committee) and for the board to hire outside counsel to look into the matter.

“The responsibility of the board is to conduct a thorough, independent investigation,” Mr. Elson said. “Under no circumstances should it punish or retaliate against the person bringing the complaint or appear to do so.”

The first inkling that Ms. Mitro was in trouble came the day after her complaint.

An L Brands facilities manager told her how sorry she was: Ms. Mitro’s name was on a list of employees whose access to the building was about to be terminated, according to people familiar with the day’s events. Later that day, the head of human resources at Victoria’s Secret told Ms. Mitro that she was being placed on paid administrative leave, these people said. Ms. Mitro wasn’t told why.

Ms. Mitro’s colleagues never saw her in the office again, leaving many colleagues with the impression that L Brands had retaliated against her, according to co-workers at the time.

The suddenness with which Ms. Mitro was locked out and the lack of an explanation raise serious questions about L Brands’ commitment to its policy of protecting against retaliation.

How did Mr. Kollat handle her complaint? Instead of his former board colleagues, did he go directly to Mr. Wexner, or someone close to him? It is almost inconceivable that Ms. Mitro — a senior executive at Mr. Wexner’s flagship brand — would have been locked out of the building without his knowledge or approval.

Two people familiar with the board’s deliberations said Ms. Mitro’s complaint did reach the board — but only after Ms. Mitro was gone.

It’s not unheard-of for companies to place an employee on leave, but Ellen Zucker, an expert on employment law and a partner at the law firm Burns & Levinson, called the L Brands scenario “a textbook case of how not to handle a sexual harassment complaint” after I described it to her. “It’s especially important to guard against anything that might look like retaliation.”

Mr. Elson, the Delaware professor, called it “absolutely not the right response.”

“This is the kind of thing that happened 20 years ago,” he said.

In response to my questions, Ms. Myers, the L Brands spokeswoman, said the company and its board were determined to do better. In a statement — made on behalf of the board’s independent directors — she said the company was “intensely focused” on issues that affect its 90 percent female work force.

“With the adoption in recent years of even more robust anti-harassment policies, hotline reporting and training, we have made significant strides in ensuring that the company provides a safe, welcoming, and empowering workplace for every associate,” she said. “We regret any instance where we did not achieve this objective and are fully committed to continuous improvement and complete accountability.”

Ms. Zucker said it was all too common that companies choose to protect high-ranking executives rather than those employees who bring complaints against them.

“One reason retaliation claims are so prevalent is that it’s human nature to protect the people you know and like,” she said. “The challenge for any governing body is that’s precisely the inclination you have to guard against.”

It’s rare that details of retaliation claims ever become publicly known, though. Such claims, or even the hint of them, raise the specter of a lawsuit, which companies quickly try to head off.

That’s exactly what happened here.

Ms. Mitro hired lawyers at Browne George Ross, a law firm in Los Angeles, and, according to people close to her, recently reached a settlement with L Brands that bars her from disclosing the terms or discussing her claims.

That silence speaks volumes.

Jessica Silver-Greenberg contributed reporting.

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