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Welcome to Original Jurisdiction, the latest legal publication by me, David Lat. You can learn more about Original Jurisdiction by reading its About page, and you can email me at davidlat@substack.com. This is a reader-supported publication; you can subscribe by clicking here. Thanks!

A version of this article originally appeared on Bloomberg Law, part of Bloomberg Industry Group, Inc. (800-372-1033), and is reproduced here with permission.

Although Succession’s Gerri Kelman was only general counsel and interim CEO of Waystar Royco, at times she ran the company, which sends a message lawyers should like: We might work behind the scenes, but we’re more powerful than people realize.

Take Viet Dinh, chief legal and policy officer of Fox Corp., who agreed to an interview with me this week. In 2021, he was widely reported as the power behind the throne, effectively steering a company nominally led by CEO Lachlan Murdoch and his father, Chairman Rupert Murdoch (the inspiration for Succession patriarch Logan Roy).

It led me to wonder, when I first interviewed Dinh in 2021, whether he might be the most powerful lawyer in America, given his major role at the news and entertainment giant controlling Fox News. Dinh told me back then that reports of his power at Fox were greatly exaggerated.

There’s definitely no denying Dinh’s meteoric rise through the legal profession. A refugee from Vietnam who came to the U.S. at age 10, he graduated from Harvard Law, clerked for Justice Sandra Day O’Connor on the U.S. Supreme Court, and went on to success as a professor at Georgetown Law, senior Justice Department official, and partner at Kirkland & Ellis (after Kirkland hired most of the lawyers of Bancroft, the high-powered boutique Dinh founded in 2003).

In 2018, Dinh assumed his current position at Fox. For years, it seemed he could do no wrong—until last April, when Fox entered into a $787.5 million settlement of a defamation lawsuit brought by Dominion Voting Systems Inc., alleging Fox broadcasters made false statements about Dominion’s work in the 2020 election.

Many blamed Dinh for the outcome. Fox announced in August that he will step down as CLO on Dec. 31.

Dinh remained silent about Dominion until last month, when his former professor David Wilkins interviewed him at Harvard Law. Dinh argued that Fox was simply doing its job when covering the 2020 election, reporting on a sitting president’s newsworthy (but false) claims of a stolen election. He blamed the legal outcome largely on the trial judge’s erroneous rulings, which he predicted would have been overturned on appeal. But considering the long-term damage a trial would do to Fox as a company, including its ability to cover the 2024 election, a business decision was made to settle.

This narrative raises many questions. Wasn’t the real issue not that Fox aired Trump’s claims, as every major news outlet did, but that it endorsed or affirmed them? Why didn’t Fox settle the case early, before the discovery process unearthed damning evidence? What did Fox lawyers know about such damaging documents, and when?

Alas, don’t expect Dinh to answer these questions anytime soon. Shareholder lawsuits blame the giant settlement on management missteps, and any confession of error by Dinh would become grist for that mill. So that’s his (arguably self-serving) story, and he’s sticking to it.

I shared my theory with Dinh about his departure—that the Murdochs, with whom he remains close personally (he’s the godfather to one of Lachlan’s sons), still trust and support Dinh, but other board members blame him for the Dominion disaster. So, I reasoned, the opposing factions reached a compromise: Remove Dinh as CLO, but push departure to year-end—with a generous severance of $23 million, plus $2.5 million a year for a two-year advisory role.

Not surprisingly, Dinh declined to comment on my speculation—and wouldn’t even admit his departure is Dominion-driven. Instead, he noted his 20-year tenure with Fox—15 as board member and five as an operational executive—and said other leadership changes, including Rupert Murdoch’s departure as chairman, make this a natural time for transition.

I asked Dinh who might replace him. General counsel Jeff Taylor is a leading internal candidate. Dinh said only that Fox is “continuing conversations with various candidates,” focusing on “excellent lawyering, a top-notch record on compliance, and the ability to work collaboratively in a corporate setting.”

Finding the right talent is incredibly important to Dinh, who cited building a top-notch legal team as his greatest accomplishment as CLO. So I asked, how does he go about hiring?

Dinh encourages a holistic view of candidates. “Early in my career, I noticed that how a person interacts with their spouse or partner is a very good indicator of their ability to interact with colleagues,” Dinh told me.

“The interview process is a bit artificial,” he said, “while the ability to see the candidate in their native habitat—how they communicate with their partner—is a very good indicator of cultural fit. So when we have the time or opportunity, we like to include in the hiring process a lunch or dinner with the candidate where spouses are invited.”

Speaking of spouses and family, I asked Dinh—father of four—about his approach to the elusive work-life balance. He said he sleeps early so he can wake early, in time to do morning school drop-offs with his wife. He said he eats dinner before 8 p.m., which is good for his health.

I couldn’t resist asking a follow-up of a fellow Asian-American father: is he a “tiger dad”?

“Absolutely not,” he laughed. “I worked hard so my children can have great choices, and all I want is for them to be happy, productive human beings.”

We turned to hot topics in the news. What does he think about diversity, equity, and inclusion, which was popular in corporate America before turning controversial?

“At Fox, we are aggressive about nondiscrimination,” Dinh said. “We welcome talent wherever we can find it, which by definition will result in a diverse workforce, with a diverse set of skills and viewpoints.” As for inclusion, Dinh stressed civility: “The era of the bully boss, if it ever existed, is over, and civility will naturally make for a more inclusive workplace.”

Maintaining civility is increasingly difficult in an age of political polarization. What does Dinh make of decisions by Winston & Strawn and Davis Polk & Wardwell to rescind job offers based on anti-Israel statements? In his Harvard Law remarks, Dinh emphasized the importance of the First Amendment, which protected Fox’s coverage of the 2020 election.

“I’m a big believer in free speech and the marketplace of ideas, including speech we don’t agree with,” Dinh said, but added that “a key element of the First Amendment is freedom of association. Birds of a feather flock together, and whom we choose to fly with says something about ourselves, our identity, and our values.

“Institutions have the prerogative and certainly the legal right to hire and fire consistent with their values.”

But Dinh is uncomfortable with personnel decisions that are based on viewpoint, rather than character or judgment. He said firing, or not hiring, based on an individual’s poor judgment is preferable to doing so over their espousing a certain opinion.

As our recent conversation drew to a close, I asked Dinh for advice to fellow legal leaders. His response: “As the world gets more complex and information proliferates, at the core is still the essence of what we were taught in law school and by our parents: There’s no substitute for good judgment.”

There will be plenty of time, especially during shareholder lawsuits, to question Dinh’s judgments—or misjudgments—about the Dominion litigation. Whether he likes it or not, his leadership of Fox’s legal department during the pendency of that case will be in his obituary.

For now, the perennially optimistic Dinh is keeping calm and carrying on. He hasn’t decided on his next professional pursuit, telling me, “The only thing I know for certain is that I’m going on a second honeymoon with my wife in January for our 20th anniversary.”

I said, “You led the legal department of a Fortune 500 company for five years. Dominion aside, surely you must have regrets. Share one with me.”

“Nope!” he cheerfully replied. “My former boss Justice O’Connor had an embroidered pillow in chambers with this motto: ‘Maybe in error, but never in doubt.’”

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