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Viacom GC Leaving Company ‘With Very Mixed Emotions’

Feb. 13, 2017, 8:12 PM

Viacom general counsel Michael Fricklas is leaving the company, according to internal memos provided to Big Law Business.

Fricklas, 56, will stay with the company for an unspecified period of time as the firm identifies his successor, Viacom’s CEO Bob Bakish said in a memo on Friday.

In a separate email to friends and colleagues, Fricklas wrote about his decision to leave Viacom, thanking colleagues and saying that his departure comes “with very mixed emotions.”

“I’ve felt for a while that it’s time for me to pursue my other interests — and the dramatic changes taking place here — the “New Day” — create a natural opportunity to pass my responsibilities to new people with new ideas.”

The past year, Viacom’s board of directors has gone through a shake-up. News emerged in December that 93-year-old Sumner Redstone, the controlling shareholder of Viacom, would give up his vote on the board of directors after the company’s February annual meeting, yet retain the title of chairman emeritus.

According to Bloomberg :

“Viacom surged as much as four percent to $36.32 on speculation that Redstone’s diminished role could make the company more open to a takeover or asset sales. Redstone had staunchly opposed plans by former Chief Executive Officer Philippe Dauman to sell a stake in the struggling Paramount Pictures unit earlier [in 2016.]

With her father ailing, Viacom Vice Chairman Shari Redstone won a legal battle with Dauman in August, allowing her to take the lead on major decisions involving the leadership and strategic direction of the company. This month, she installed Bob Bakish as CEO and scrapped a plan to merge Viacom with her family’s other major media holding, CBS Corp.

Now the Redstones are entrusting Bakish to restore the luster of Viacom’s best-known properties, including cable networks MTV and Nickelodeon and film studio Paramount. It’s possible Shari Redstone may share her father’s opposition to selling Viacom, said Paul Sweeney, an analyst at Bloomberg Intelligence.”

Fricklas wasn’t immediately available for an interview, but in his memo to friends and colleagues, he expressed his enthusiasm for the direction of the company’s board of directors.

“Our Board of Directors are solid and energized,” he wrote. “There are no better people to protect and build upon the legacy of the Redstone family, create value for stockholders and opportunities for everyone here. The law department, BALA and other areas I manage are stronger than ever.”

Fricklas spent 24 years with Viacom and the news of his departure has been the source of water cooler talk at law firms, in-house departments and legal recruiting firms over the past several days. According to our July 2016 report on top general counsel pay, Fricklas earned total compensation of $6.4 million, with a salary of $1.3 million .

The news of Fricklas’s departure was earlier reported by The Hollywood Reporter .

According to a search on Bloomberg Law , some of Viacom’s outside law firms that represented the company in federal courts over the past three years have included Munger Tolles & Olson, Hogan Lovells and Mitchell Silberberg & Knupp, Covington & Burling, Davis Wright Tremaine and Jenner & Block.

It’s unclear what, if anything, his transition means for the company’s outside law firms. Susan Hackett, a consultant to in-house law departments who has worked with Viacom, said that there’s no reason to believe a new GC will alter the course of the law department.

“It’s always a possibility that a new GC will have different prefernces and new priorities, but it’s very rare for someone to walk in the door and say, ‘I’m new to this job and therefore I’m willing to disregard our legacy relationships because all of a sudden they aren’t working well,” said Hackett. “There shouldn’t be any sense to expect a shake up immediately.”

A Viacom spokesman declined to provide further details about how the company will select the new GC.

Speaking to his reputation, Hackett pointed to Fricklas’s ability to manage a wide array of organizations under the Viacom roof that was a defining characteristic of his tenure as general counsel. Viacom oversees a number of brands and businesses, including Paramount Pictures, MTV, Comedy Central, Nickelodeon and BET Networks.

“He was always on the phone with L.A. and working with people who were fast-paced and it was a pleasure to watch him work through all of it,” said Hackett, who advised Fricklas as a client on how to utilize legal outsourcing companies and new technology.

Fricklas was first hired by Sumner Redstone in 1993, according to his departure memo, and during the course of his career at Viacom, Fricklas worked with seven different CEOs.

Fricklas received his J.D. from Boston University School of Law in 1984 and then practiced as an associate at Gray Cary Ware & Freidenrich (now part of DLA Piper) for three years, and then worked as an associate at Shearman & Sterling from 1987 to 1990, according to his LinkedIn biography.

He served a three-year stint as vice president, general counsel and secretary of Minorco, a business that’s now part of Anglo American PLC, a multinational mining company based in South Africa and London. After he joined Viacom in 1993, it took Fricklas five years to become its general counsel.

One of the most notable cases during his tenure as general counsel was Viacom v. YouTube , a 2010 lawsuit Viacom filed against YouTube, alleging that the company had engaged in copyright infringement by allowing users to upload and view hundreds of thousands of videos owned by Viacom without permission. The case settled in 2014.

Although Fricklas wasn’t immediately available for comment, we’ve copied his memo to friends and colleagues below. Write to us if you have any information about his transition or any word about who his new successor might be: .

To my Viacom friends and colleagues:

Every great thing must come to an end, and it’s with very mixed emotions that I have decided it’s time for me to leave Viacom. My passion for this company and these people kept me fired up for a quarter of a century. But I’ve felt for a while that it’s time for me to pursue my other interests – and the dramatic changes taking place here – the “New Day” – create a natural opportunity to pass my responsibilities to new people with new ideas. There are a number of interesting entrepreneurial opportunities that have appeared that I can’t really explore while in my current position. In short, if I’m going pursue another act, I better get started!

I have huge admiration for Bob and Viacom will have a great future under his leadership. Our Board of Directors are solid and energized. There are no better people to protect and build upon the legacy of the Redstone family, create value for stockholders and opportunities for everyone here. The law department, BALA and other areas I manage are stronger than ever. It’s the strength of Viacom and these functions that allow me to feel comfortable that what we’ve created is in good hands. I’ve also agreed to help with the transition and to be available to consult with the Company after my departure – and I’m certainly going to do my best to be helpful in every way.

Since I was first hired by Sumner Redstone in 1993, I have had the great good fortune to work with 7 brilliant CEOs, each different, and each of whom taught me something new and different about our fascinating, complicated, creative and wonderful business. So, too, I have had the good fortune of working with many extraordinarily talented creative and business executives, many incredible lawyers inside and outside of the Company, and many other smart and passionate people who have helped create Viacom’s success. The challenge of keeping up with their minds and energies has kept me here many early mornings, late nights and weekends and I’ve loved every minute. The pride I have for being part of Viacom’s success story – and Sumner’s success story – will be with me always.

My first week, I started working on the minnow-eats-the-whale battle for Paramount Communications Inc. and was part of the team that acquired and sold Blockbuster Entertainment, sold Madison Square Garden when the Knicks and Rangers were at the tops of their games, split off Viacom Cable tax-free, merged and separated with CBS, launched EPIX and negotiated its game-changing $1 billion license with Netflix, negotiated the lease here at 1515 Broadway, and worked on many other deals, situations and lawsuits, large and small. I’ve been here as Viacom has adapted to accommodate radical changes in what appeals to audiences with ever shorter attention spans and ever more options for consuming great creative, to changes in marketing, subscription video on demand, skinny bundles, the advent of mass piracy and other changes too numerous to mention. This has been the greatest place to make a career that I can imagine.

I am especially proud of the law department, business and legal affairs, standards and practices, risk management, cyber security governance and the other functions that I manage. We have been building on strength for many years, and these functions are very well covered with people who are experienced and well-equipped to take over. Christa D’Alimonte, Keyes Hill-Edgar, Daniel Mandil, Rebecca Prentice, Sandy Wells, Rick Baker, David Stonehill, Caryn Groce, Nadja Webb, Blossom Lefcourt, Jonathan Ladd, Scott Martin, Allison Grey and many other talented lawyers and managers, are not only extremely competent and collegial, but bristling with good ideas about how we can build on our success. In 2016 we were billed by Corporate Counsel Magazine as Law Department of the Year; in 2017 and beyond we will be even better. This is the team that truly delivers “solutions for a fans first world.”

I am optimistic that this is the right decision for both me and for Viacom. I am certain that that you have everything you need for Viacom’s future success. Thank you all for your contributions these many years, for your integrity and passion, for your inspiration and for being my friends.


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