Is Viet Dinh The Most Powerful Lawyer In America?
Viet Dinh (courtesy of Fox Corporation). Welcome to Original Jurisdiction, the latest legal publication by me, David Lat. You can learn more about Original Jurisdiction by reading its About page, you can reach me by email at davidlat@substack.com, and you can register to receive updates on this signup page. [1] If you believe what you read in the New York Times and the Financial Times, then Viet Dinh, chief legal and policy officer at Fox Corporation, has a colorable claim to the title. Hes the top lawyer at Fox, a Fortune 500 company with $11.4 billion in revenue and $1.6 billion in profit, which is no small thing. But these numbers understate the power of Fox, which exerts incredible influence over American politics and culture as the parent company of Fox Broadcasting and Fox News. And according to the NYT and the FT, Dinhs title as chief legal and policy officer understates his power at Fox. Ben Smith, the media columnist of the New York Times, describes Dinh as a kind of regent at Fox, even though Rupert Murdoch is chairman and his son Lachlan Murdoch is CEO. To put it succinctly: fake news. These reports are just flat-out false, Dinh told me in an extended interview last week, speaking by phone from Los Angeles, where he is now based. To ascribe any role to me other than my day job, which is overseeing legal, regulatory, and government affairs, is not only false, it would mean I have far more time than I actually do, Dinh said. Lachlan hired me for what is very much a full-time job, which I can barely manage to do with 24 hours in the day.  Its certainly true that Dinh has a lot on his plate right now. Two years ago this Friday, on March 19, 2019, Fox Corporation became a stand-alone, publicly traded company, separate from 21st Century Fox. The following day, Disney acquired what remained of 21st Century Fox  which was actually the bulk of the company, including the 20th Century Fox film and television studios  for $71 billion. But even though Disney wound up with most of 21st Century Fox, Fox Corporation is still a giant company, with a market capitalization of more than $25 billion and such lucrative assets as Fox Broadcasting, Fox News, and Fox Sports. Dinh oversees legal, regulatory, and policy issues for this media empire  a sprawling, perhaps daunting portfolio. But Dinh is used to having a lot of responsibility. Serving as chief legal officer to a major public company is only the latest chapter in his career, which has taken him to the highest levels of academia, government, Biglaw, and now corporate America. Dinhs inspiring personal story  how he fled post-war Vietnam with his mother and siblings when he was just 10, spent almost two weeks at sea on a leaky fishing boat, lived for months at a refugee camp, and eventually made his way to the United States, where he and his family made ends meet through the back-breaking work of picking strawberries  has been previously told elsewhere. I wont discuss it in detail here, except to mention how it shaped his outlook and future legal career. When we became refugees and landed in America, it truly was the shining city on a hill, Dinh told me. It was the place where we enjoyed the freedom to pursue our dreams and the security to lead a good life.  And that contrast  between growing up in a country ravaged by war and then dominated by Communist totalitarianism, followed by living in a stable democracy committed to free enterprise  inculcated in Viet Dinh both a love of America and a fascination with government. Specifically, he developed a keen interest in figuring out why some governing systems work, while others fail  along with an abiding faith in American democracy and capitalism, the systems he views as most successful. This interest explains why, after earning a scholarship to Harvard College, Dinh majored in Government (much to the disappointment of his father, who wanted him to become a doctor). It also explains why Dinh decided to pursue a career in law, going straight through to Harvard Law School, from which he graduated in 1993. While in law school, Dinh made several friends who would later become very important for him professionally, including Paul Clement, Mark Filip, and Pat Philbin, HLS class of 1992. [2] As the first and only lawyer in his immigrant family, Dinh was a newcomer to law and the legal profession, and he didnt fully appreciate the benefits of clerking. But Clement and Philbin explained the value of clerkships to Dinh and introduced him to Judge Laurence Silberman (D.C. Cir. ), for whom they both clerked after graduating from HLS. Dinh went on to clerk for Judge Silberman as well, then clerked for Justice Sandra Day OConnor of the U.S. Supreme Court. To this day, he views his clerkships as the foundation of my professional life, and both Judge Silberman and Justice OConnor as great mentors. After clerking, followed by a year working under fellow HLS grad and SCOTUS clerk Michael Chertoff on the Senate Whitewater Committee, Dinh joined the faculty of Georgetown University Law Center in 1996. Once again, his career choice flowed from his interest in government: writing and teaching about government seemed like a dream job to Dinh, and while at Georgetown Law, he focused on constitutional law, international trade, and corporate governance. Theyre disparate areas doctrinally, but all centered on how to set up structures and institutions to order social interactions and economic transactions, in a way that promotes human flourishing. From 2001 to 2003, Dinh took a leave from Georgetown Law for another stint in government, serving as Assistant Attorney General for the Office of Legal Policy. He was recruited for the role by several friends in the administration of President George W. Bush and the Department of Justice under Attorney General John Ashcroft  including Paul Clement, then Principal Deputy Solicitor General and later Solicitor General  and Dinh was excited by the opportunity to both serve his nation and participate in the workings of government at the highest levels. It was a trying period for our country, coinciding with the 9/11 attacks, Dinh recalled. But it also made for a purposeful period of service. There was no question of why we were there: to serve our country in her hour of greatest need, to contribute to rebuilding America and keeping her safe.  After two years leading OLP  during which he played a key role in advancing a conservative legal agenda, including passing the Patriot Act, a landmark national security law, and winning confirmation for more than 100 federal judges  Dinh returned to Georgetown in 2003. Also in 2003, he launched Bancroft PLLC  initially just a vehicle for his side hustle of outside consulting and legal work, but eventually one of the most successful litigation boutiques in the country. The Bancroft story  its rise to prominence, especially after Paul Clement joined the firm in 2011, and then the absorption of Bancrofts lawyers into Kirkland & Ellis in 2016  has also been told before (including by me, in this story and this one). For present purposes, Ill again just note the importance of law-school friendships  not just Dinh and Clements friendship but also their friendship with Mark Filip, the former federal judge turned Kirkland partner who orchestrated the Kirkland/Bancroft deal  and how Bancrofts success eventually led Dinh to leave full-time academic work and return to the world of practice. After the K&E transaction, which saw Dinh became a partner at Kirkland, he had held pretty much every great job within the legal profession, all by the age of 48: Supreme Court clerk, tenured T14 law professor, Senate-confirmed DOJ official, boutique managing partner, and Biglaw partner, with one exception: general counsel of a Fortune 500 company. But Dinhs career was far from over. Back in June 2003, at an Aspen Institute event, Dinh met Lachlan Murdoch, the eldest son and heir apparent to media magnate Rupert Murdoch. The two became friendly, and Lachlan (re)introduced Dinh to Rupert (whom Dinh had met briefly in the past through a mutual friend). In 2004, Dinh joined the board of News Corporation, the multinational media company controlled by the Murdochs; after the 2013 spin-off transaction that created 21st Century Fox and News Corp, Dinh became a director of 21st Century Fox. [3]  In 2018, Dinh stepped down from the 21st Century Fox board, ahead of the $71 billion sale of most of 21st Century Foxs assets to Disney, in preparation for becoming chief legal and policy officer at Fox Corporation aka New Fox, which would hold such assets as Fox Broadcasting, Fox Sports, Fox Business, and Fox News. Along with his wife, Jennifer Ashworth Dinh, and their children, Dinh moved from Washington to Los Angeles, home for much of the Fox leadership team (including Lachlan Murdoch). A confluence of personal and professional factors made this choice easy, said Dinh. I jumped at the opportunity to work with folks Ive known and trusted for 17 years, and I was glad to return home to California, where I grew up.  Dinhs choice to join Fox might have been easy, but his first two years as a top executive of a new public company have involved challenges  most obviously, the coronavirus pandemic and economic downturn. These events had significant negative implications for Fox, given its dependence on television production, live sporting events, and advertising revenue, all adversely affected by the pandemic and recession. To get ahead of the economic fallout and avoid layoffs elsewhere within the company, Fox announced in April 2020 that executives would experience temporary pay reductions of 15, 50, or 100 percent of salary, depending on seniority. The executives giving up 100 percent of their salary, through the end of September 2020, were the companys executive officers, including chairman Rupert Murdoch, CEO Lachlan Murdoch, and yes, CLO Viet Dinh. (But dont worry too much about Dinh; much of his compensation comes in the form of stock and bonuses rather than salary, and per Foxs 2019 proxy statement, he earned more than $24 million in total comp that year.) [UPDATE (1:00 p.m.): In case youre curious, last year was not quite as lucrative for Dinh. According to the 2020 proxy statement, he earned $12 million.] As a result of those cuts, we were able to guarantee to the rest of the workforce that we would not do layoffs, Dinh said. We preserved their positions, even when there was no television production, no sports to cover, and reduced demand for our product. It was a wonderful example of our leadership making sure our entire family was protected.  That was just spring 2020. Fall 2020 brought a new challenge for Fox News, one that very much implicated Dinhs interest in government and politics: covering the presidential election, post-election challenges, and transition to a new administration, fairly and accurately, while not alienating Foxs core conservative audience. To its critics on the left, Fox did not succeed  and, to the contrary, Fox News bears at least some responsibility for the reprehensible January 6 attack on the Capitol. For example, heres Ben Smith of the Times on Fox:  The network parroted lies from [former president Donald] Trump and his more sinister allies for years, ultimately amplifying the presidents enormous deceptions about the elections outcome, further radicalizing many of Mr. Trumps supporters. High profile Fox voices, with occasional exceptions, not only fed the baseless belief that the election had been stolen, but they helped frame Jan. 6 as a decisive day of reckoning, when their audiences dreams of overturning the election could be realized. He believes the critiques are unfair, and he vigorously defends Foxs coverage of both the election and its aftermath. Recall that Fox News was the first network, and for several days the only network, to call Arizona correctly for President Biden, Dinh said. There was a lot of pressure to countermand the decision of the decision desk  but that was not going to happen.  Its very easy for our political opponents and economic competitors to try and rewrite the history of this election, Dinh continued. There is no better historical record of Fox Newss excellent journalism than to see how the former president tweeted against Fox. Im very proud of the excellent work our Fox News colleagues did in covering the election and post-election controversy.  Fair enough (and I was pleasantly surprised myself by the Arizona call). Citing core constitutional values, Dinh argued that the network was simply doing its job, playing its proper role as a major media news organization in our democratic system of governance. Obviously the biggest story in Washington, in America, and in the world at the time was the post-election challenge to the election results, Dinh said. When a presidential contender challenges the fairness of the election, when his campaign and his attorneys are litigating the results of the election, and when that contender is the sitting president of the United States, that is a newsworthy event to the third order.  Because of the protections the First Amendment provides to news organizations when covering elections, the most critical of events in democracies, Dinh isnt worried about the lawsuit filed against Fox and three of its anchors by election technology company Smartmatic, which seeks at least $2.7 billion in damages from Fox because its hosts and guests (falsely) claimed or suggested that Smartmatic helped rig the election. Nor is Dinh losing sleep over imminent litigation from Dominion Voting Systems, another voting technology company expected to make similar allegations. The newsworthy nature of the contested presidential election deserved full and fair coverage from all journalists, Fox News did its job, and this is what the First Amendment protects, Dinh said when I asked him about the litigation. Im not at all concerned about such lawsuits, real or imagined.  Of course, there is a distinction (which many observers often overlook) between the news side of Fox News, such as the Decision Desk that called Arizona for Biden, and the opinion hosts, like Sean Hannity and Tucker Carlson. Many of them did far more than simply report Trumps claims, but instead bolstered, endorsed, or otherwise supported them, despite their falsity. Dinh oversees legal affairs, not programming, and he very easily could have dodged my questions by saying something to that effect. Instead, he didnt flinch from defending even Foxs opinion hosts (which maybe shouldnt be too surprising, given his own conservative beliefs). The job of our news reporters is to cover the news fully and fairly, he said. The job of our opinion hosts is to entertain guests who can voice their own opinions. The opinion hosts also speak very clearly, and at times passionately, about the views they hold themselves.  Both aspects are important to the enduring appeal and relevance of Fox News. We have a world-class news operation, and we have opinion hosts who attract very good guests. Not only do I have no regrets, but I think they are serving in the proudest tradition of American journalism.  Thats what Dinh has to say to Foxs critics on the left. Fox now faces competitors such as One America News and Newsmax, far-right outlets that Trump promoted on his (now defunct) Twitter feed after he soured on Fox News. Although Fox recently announced that 2020 was its 19th consecutive year as the No. 1 cable news network, in January it had lower monthly ratings than its two main cable news competitors, CNN and MSNBC, for the first time in two decades. [UPDATE (1:00 p.m.): Fox bounced back in February, finishing last month as the top-rated network in all of cable in primetime  so January might have been an aberration.] Im not worried about the new news cycle, Dinh told me. We knew there would be a drop-off after the election, which happens every few years. We just didnt anticipate the post-election news cycle that elongated the election period by another two months, with the election challenges and the double runoff in Georgia.  Now that we are back into a normal post-election news cycle, the enduring relevance of Fox News will continue. We have an unwavering belief in the quality of our journalism and the clarity of our opinion.  Although Fox News gets the most attention (and criticism) in the Fox family, its not the only business of Fox Corporation, Dinh reminded me. He noted that Fox Sports continued its winning streak in the fall, as did Fox Broadcasting, which was the #1 network in the fall season. What we predicted two years ago, in launching the New Fox as a top-in-class brand focused on nimble execution in the domestic market, has come to pass, he said. The last two years have been tumultuous, but our original thesis has shone through.  Of course, as lawyers well know, past performance is no guarantee of future results. Where Fox and Viet Dinh will be another two years from now  or ten years from now, or two decades from now  is anyones guess. As Warren Buffett famously quipped, It takes 20 years to build a reputation, and five minutes to ruin it.  Life is full of twists and turns  much like Succession, the popular HBO show loosely inspired by Foxs first family, the Murdochs. I asked Dinh whether he watches Succession  and, if so, whether he has any suggestions for who should play him if the show were to introduce a Dinh-like character. Dinh is hyper-articulate in interviews  they dont call him Viet Spin for nothing  but I stumped him with the casting question. I told him he shouldnt feel bad about his inability to come up with names, given the relative dearth of Asian-American actors. But even on that subject, the ever-optimistic Dinh had positive things to say. The increasing visibility of Asian Americans in both journalism and entertainment is very welcome to me, he said, mentioning Awkwafina and Christine Nguyen as two performers he admires. But no, he hasnt seen Succession. I have not watched Succession, he said with a chuckle. But I hear its a pretty good piece of fiction.  [1] For purposes of this most powerful lawyer question, Im excluding judges, such as the members of the Supreme Court, and lawyers who no longer practice or whose power derives from a non-legal position, such as President Joe Biden and Vice President Kamala Harris. [2] On law school friendships that later turn into professional partnerships, Im reminded of Miles Ruthberg and Peter Wald, who similarly became friends at HLS and years later became law partners, helping to build Latham & Watkins into the firm it is today. [3] Because of Dinhs friendship with Lachlan Murdoch, his service on the board was not without controversy, with questions raised about whether Dinh was truly an independent director and whether he was selected because of his ties to the Murdochs. According to Dinh, it was really the other way around: although he knew Lachlan before joining the board, Dinhs service on the board is what cemented their friendship. Thanks for reading Original Jurisdiction, the latest legal publication by me, David Lat. You can learn more about Original Jurisdiction on its About page, you can reach me by email at davidlat@substack.com, and you can share this post or subscribe to Original Jurisdiction using the buttons below. Share