Mixed Signals

Telecom Lawyers, Part 4: Viacom’s General Counsel, Michael Fricklas, Esq.

1/28/2014 6:24 PM

 

Since 1993, Michael Fricklas has worked as a lawyer for Viacom at the company’s base in New York City. In that time frame of almost 21 years,  Fricklas has advanced to Viacom’s Executive VP, General Counsel and Secretary, working quite closely with Viacom’s top three executives, Viacom chairman Sumner Redstone, Esq.,  Viacom president and CEO, Philippe Dauman, Esq. and Viacom’s COO, Tom Dooley. 

As Viacom’s top lawyer, Fricklas directs the legal affairs of Viacom, home to many of the world's premier entertainment brands across television, motion pictures, online and on mobile platforms.   Viacom’s brands include Paramount Pictures, BET, MTV, Nickelodeon, Comedy Central, TV Land, and Spike, as well as over 200 cable networks around the world in over 160 countries.

Because the role of a telecom entity’s top legal officer is of such importance – yet one that is so underestimated and in normal trade journals, so rarely told – “Mixed Signals” chooses to present this 4-part series, focusing segment spokespeople who both understand the importance of law and regulation within the industry, but also convey some of their thinking, strategy, and passion for the job. Prior submissions have covered Dish Network’s Stanton Dodge, Esq., TiVo’s Matt Zinn, Esq., and Comcast’s Douglas Gaston, Esq.

Here below first is a quick biographical look at Fricklas, followed by a slightly-edited/slightly-corrected set of questions and answers, conducted earlier this month. Questions were developed with an idea toward taking a look at the person behind the job, and his thinking, motivations, and goals, both on behalf of his company and on behalf of his profession. Also, because long ago I, too, worked as a lawyer for a big telecom’s legal department, I thought I might be able to add a few unique perspectives and clarifications, where necessary and/or optimal. Much of this dialogue if aimed at younger professionals, with an eye toward helping them better understand the business, so they can later make better decisions.

Michael Fricklas, A Brief Biography

Fricklas serves Viacom Inc. (NASDAQ: VIA, VIAB), where he plays an integral role in guiding complex transactions and resolving disputes, in coordinating the company’s legal and business affairs activities, in corporate governance, and in leading Viacom’s Law Department.

Before joining Viacom, Michael was an associate with the international law firm of Shearman & Sterling. He began his legal career at Ware & Freidenrich, which is now part of DLA Piper, where he worked in the area of venture capital financing and securities work for technology companies.

Fricklas also serves as secretary and a member of the board of trustees of Jazz at Lincoln Center; on the advisory board of the World Policy Institute; on the board of visitors of the Boston University School of Law; as a co-chair on UJA-Federation of New York’s Entertainment, Media & Communications Division Executive Committee; and was past president of the Association of General Counsel. He serves on Chief Judge Lippman’s Task Force to Expand Access to Civil Legal Services in New York; as a fellow of the American Bar Foundation, on the board of Creative Future and of Arts + Labs; and on the advisory committee of the New York Legal Aid Society. He is the recipient of the Raising the Bar Award from The Hollywood Reporter; the Counsel of the Year Award from the Association of Media and Entertainment Counsel; the Excellence in Corporate Practice Award from the Association of Corporate Counsel; and the Jazz for Justice Award from Legal Services NYC, among numerous other awards.

Mixed Signals’ Q & A:

Mixed Signals: Tell “Mixed Signals” about your schooling?

Michael Fricklas:  I did my undergrad at the University of Colorado; I was an engineering student. I did law school at Boston University School of Law.

MS:  What is the size of your legal staff at Viacom?

MF: We have about 270 lawyers overall.

MS:  How much of your work time is spent on the road vs. in the office?

MF:  New York is very central for a global company, so about 10%-15% is spent on the road.

MS:  Where do you make typical work visits?

MF:  Most frequently to Washington DC and Los Angeles, but travel can be all over, really. We have lawyers all around the world. Outside New York, our largest group of lawyers is in Los Angeles, supporting our cable television programming operations and Paramount Pictures; in London supporting Viacom International Media Networks (VIMN); and in Miami, also with VIMN, supporting the Latin markets. We also have a government affairs office in Washington.

MS:  Why is a general counsel position important to a big telecom?

MF:  In the entertainment business, what we really do is trade in rights. So, I think of ourselves acquiring, analyzing and employing rights, doing the kinds of things that rights lawyers are familiar with. Many entertainment industry lawyers have gone on to significant management roles. Sumner Redstone and Philippe Dauman are examples; also Jon Dolgen who used to run Paramount Pictures. These are stories about men who understand the negotiation of rights and concepts and how they affect our business.

MS:  What are the core things you do?

MF: My core role is to advise our Viacom CEO, COO and board on a wide variety of legal matters, such as litigation, business transactions governance, and policy – particularly in the copyright and competition areas. I also manage an excellent legal staff, and spend a fair bit of time on department management. I also dive deeply into a small number of material litigations and negotiations.

MS: What are your personal legal favorites?

MF: I love negotiation strategy, working with my team, developing new lawyers. I particularly enjoy the challenge of working with our CEO and COO, who are smart, demanding and focused, and with our board. I like that I have job that is complicated and interesting.

MS: What are parts of your job are not so pleasant?

MF: Being a lawyer means dealing with a lot of problems. Some are people problems, some involve deliberate and serious wrongdoing, and we have to come in afterwards to clean up a problem. Close management of people on our team who are underperforming. Having to spend time on those is not as much fun as the new things we look to accomplish.

MS: What are the things you do that are most important?

MF: Most important is to set a good tone for the people who work in my legal department. It is important that I demonstrate commitment and to care about what we do; to create a good set of values in the department; to lead by example. I have to say that it helps to be surrounded by other leaders who are at least as dedicated as I am. Ours is a department that is too big to lead by command and control, even if I wanted to, so I focus on making sure we have the right people in the right positions, and provide them with the right incentives and development opportunities. It’s also important that people feel they are making an important contribution and that we invest in developing our next set of leaders.  

Diversity and inclusion are important to me, as they are to Viacom generally. Our core business is about engagement with our audience – and that audience is increasingly diverse. We’ve worked hard to ensure that our law department is a leader in this area, and are committed to maintaining our high levels of diversity, by constantly recruiting and providing opportunities for growth and advancement to people of a variety of backgrounds. 

The platform also gives us chances to do some interesting things in the community, for example, by serving on bar committees and engaging in pro bono activities, where we have a large number of lawyers involved in pro bono projects. I find that our lawyers particularly enjoy pro bono, and we find our commitment here not only helps the community, but attracts talented lawyers and helps keep them happy, as well. Three very committed lawyers at Viacom run this program, and I’m very proud of it.

MS: As you see them, what are a couple of big legal controversies or issues ahead? FCC? Copyright? Etc?

MF: Certainly, piracy has turned into a very big issue for us, and our industry. Some would like to use the piracy problem as leverage to negotiate better terms, or evade any obligation to pay for content.  They fund organizations that demonize property rights or any effort to enforce them. There are others who benefit and wish to evade their responsibility to maintain a legal and robust market for creators. We are advocates for a balance in the copyright area; our company celebrates creativity and the free communication of ideas, while believing in respect for the rights of creators, and promoting a sustainable ecosystem built around content creation.

MS: Please talk about current legal trends? E.g. settlement? Fast track cases?

MF: Litigation has gotten so expensive, principally as a result of electronic discovery, that it can be a challenge in court to enforce legal rights in many kinds of disputes, and seriously more expensive to provide the company with a defense. Alternative dispute resolution can work for good faith disputes; I find dealing directly with other general counsel can be the most effective way to work, because we understand the costs, risks, and likely outcomes and our incentive is to minimize costs. Many times, the outside lawyers we hire have incentives that make it hard for them to resolve cases on a timely basis, and they often don’t have any regard for the business consequences of a continuing dispute.

MS: Name three or four of the bigger things you are spending a lot of time on currently?

MF: We are spending a lot of time thinking about the evolution of copyright – in the courts, in the legislatures, among regulators, and in the court of public opinion. For example, in the European Union, there is a great deal of attention being paid to territorial exclusivity that aligns with national borders – which has long been a standard way of licensing copyrighted material, but which some perceive to be at some tension with the concept of a single market. In the United States, we are focused on a copyright review going on in Congress and a spectrum of litigation, such as that involving Aereo, which challenges conventional understanding of copyright law. We are also spending a lot of time thinking about how to make sure that we have all the rights to our content we need to compete in a business environment that is rapidly changing, due to technology.

MS: What are a couple of the current challenges?

MF: The hardest thing now is to hire and develop new legal talent, because our world is more complicated and changes faster than it used to. With Viacom, when I got here 20 years ago, the industry changed on hardware cycles, such as broadcast to cable, VHS to DVD, then Blu-ray. These were slow; it took years, and we had a lot of time to plan and negotiate. Today, we are in software cycles, and businesses change quickly. So, as Viacom thinks about how audiences are changing, it involves a lot more planning, with dozens or hundreds of implementations, and less time to debate, and we sometimes have less control. For a lawyer 15 years ago, you had some forms and business terms would evolve with experience, but now this uncertainty requires more creativity and more expertise, not just in legal, but in what changing in the business. We need people who think that way, are in the industry, and comfortable with technology.

MS: Please identify a couple of current opportunities?

MF: We are working hard to share information and expertise across our different businesses, so that we can make better and more efficient decisions, as well as to help develop our attorneys’ skill sets. So, we have developed a number of task forces to deal with issues from standard form language to managing outside counsel. We are also working to make better use of technology to make negotiation and preparation of agreements simpler, allowing lawyers to devote more of their time to tasks that require their training and judgment. 

MS:What would you say was the biggest challenge you faced legally in the past?

MF: Actually, it was asbestos litigation. In 1993, Viacom bought Gulf & Western, which became Paramount, and in 2000 Viacom merged with CBS Corp (which was Westinghouse). Those two companies – G & W and Westinghouse -- had over 100 years of manufacturing and industrial operations, each. G&W had hundreds of environmental clean-up sites, and Westinghouse had over 100,000 asbestos claims at the time, and I had to learn how to manage a large national litigation matter, involving hundreds of lawyers, and thousands of claimants. I and many general counsel went to Washington, DC, to work on a reform bill that would have provided more compensation for the truly ill, and we worked together to change the way the litigation was handled in dozens of state courts, in ways that improved the situation for claimants, as well as the companies involved. I also have been involved in a lot of mergers and acquisitions; the most notable of which was the battle for control of Paramount. Our team negotiated a merger agreement with Paramount, but shortly after, QVC, led by Barry Diller, launched a competing bid, financed in part by TCI. There was a great deal of litigation, and ultimately, following an auction for the company, Viacom prevailed.

MS: What was the best event or occurrence in your legal life that taught or impressed a lesson on you?

MF: In 1987, I had recently become an associate for Shearman & Sterling in San Francisco, California while practicing securities law in the technology area, and the market crashed. Following the crash, the technology work went away, but the price of gold rose significantly, and the office I was in started picking up work for gold mining companies going public. I was working in the N.Y. office two years later, when I received a call from Philippe Dauman – then a partner in the Shearman & Sterling M&A group – who had learned about this experience and needed an associate to work on a project for a foreign client interested in investing in gold mining companies in the United States. It was that project that resulted in a lifelong friendship and ultimately led to a position at Viacom. (I tell people that I was hired because I knew a lot about rock -- and Viacom owns MTV – so I could put my experience to good use!). The point of this long story is that a career can take many twists and turns, and what’s ultimately most important is to impress people by working hard, being honest and trustworthy, and by gaining as much experience as you can. And, of course, keep your eyes open for where the opportunities are. I worked many hours on that mergers and acquisitions team, but the experience was worth it. Always go for the job where you are going to learn the most.

MS: Who in your background legally impressed you?

MF: So many people. But, if I have to choose, I’ll go with Sumner Redstone and Philippe Dauman. Sumner Redstone has seen multitudes of courtrooms, and I have never seen someone who has handled himself so well, both in the courtroom and as a businessman; while Philippe was a very smart business lawyer, turned brilliant business leader. I am fortunate to work for, and learn from, two of the greatest lawyers on earth. Sumner has called Philippe Dauman the smartest, and I‘d say the two both are.

MS: Who in your background non-legally impressed you?

MF: I’ll go with my wife, and it happens to be true. My wife is an orthopedic surgeon. She tells a story of her high school counselor, who said women do not become doctors, so instead she went to college to be physical therapist. But, as she worked toward that, she decided she truly wanted to be a doctor and chose the very competitive, male-dominated field of orthopedics. She was accepted at the best residency and fellowship programs, became a professor at Yale, and also became a great mother and step mother to four girls.

MS: If you could do the legal experience over again, what would you change?

MF: Nothing. I would not say it was all planned, but with the benefit of hindsight, it all worked out. In the context of advice to young lawyers, it is really important that you take responsibility for your own career. By ten years out of law school, I was in my fourth position, and each position was setting me up well for the job I am in now. I saw a lot of opportunities. Especially today, young people really need to do that. Understand what the options are, and plan.

MS: Is there an example you can think of some unique humor in the job?

MF: Our COO, Tom Dooley, has a terrific sense of humor. During the Paramount bidding, the company had to decide if we would make one last increase in our bid to beat the other side. We went to Sumner Redstone and made management’s case for increasing the bid, noting the risks. Tom Doey said to Sumner (a billionaire many times over) “Stick with us, Sumner, we’ll make a millionaire out of you.” Sometimes a little humor helps you cut through all the noise.

 Jimmy Schaeffler is a telecom author and chairman and CSO of the Carmel-by-the-Sea-based streaming, broadcast and pay TV/video consultancy, The Carmel Group (www.carmelgroup.com).

June