Dive Brief:

• Adam Ciongoli will take over as Fox News chief legal officer starting December 1, replacing Viet Dinh, who was widely criticized for his strategy to defend the network in the defamation suit brought by Dominion Voting Systems, which reaped $787 million in a last-minute settlement with the company.
• “I am pleased to welcome Adam to the Fox executive leadership team," said Lachlan Murdoch, Fox News chair and CEO. "Adam's extensive legal experience across various industries and government will be a tremendous asset to our company." 
• Ciongoli is a 30-year veteran legal leader who early in his career was a clerk to U.S. Supreme Court Justice Samuel Alito and later was general counsel at Lincoln Financial Group before joining Campbell Soup Company in 2015 to become its top legal officer. 

Dive Insight:

At Fox, Ciongoli will receive a base salary of $1.75 million with a target bonus of $2.75 million and a shareholder award of up to $3 million, according to a report by The Hollywood Reporter. He will also receive an additional award of restricted stock units with a value of $2.35 million. 

"I'm excited to join the Fox team at such a dynamic time in the media industry," said Ciongoli. "Fox is uniquely positioned to build on the momentum that has been established by its industry leading brands.”

Ciongoli is being replaced at Campbell’s by Charles Brawley, the deputy general counsel, in an internal promotion. 

“I’m pleased that our strong talent pipeline enables us to promote Charlie to step into this critical role,” said Mark Clouse, Campbell’s CEO and president. 

Busy legal agenda

Ciongoli faces at least three shareholder class action lawsuits against Fox for allowing the news company to report allegations that it knew to be false about the 2020 presidential election. It’s also preparing for another defamation lawsuit, from Smartmatic, which, like Dominion, is a voting machine company that’s seeking compensation for the harm it sustained when Fox News hosts allowed unfounded accusations of cheating against it. The company is seeking $2.7 billion in damages.  

In the latest shareholder action against the company, New York City's pension funds claim Fox’s board members and other executives “consciously disregarded” the risk of exposing itself to defamation claims “with potentially huge financial liability and potentially larger business repercussions,” The Hollywood Reporter says. 

“Shareholders allege that Fox’s board made an intentional decision to prioritize profits over legal compliance,” The Hollywood Reporter says. “They claim the company’s directors knew the risk of amplifying false claims that Dominion and Smartmatic … rigged votes but continued to do so anyway after receiving backlash from viewers for initially failing to back former President Donald Trump’s position that he won the election.”

Legal missteps

Dinh, Fox’s outgoing CLO who will remain in an advisory role for two years, is receiving a $23 million severance payment and will be paid $5 million for his advisory work.

He has defended his strategy of allowing the defamation suit with Dominion to go to trial, rather than pursue settlement. He has said that Fox would have ultimately prevailed on First Amendment grounds at the appellate level. But the company board chose instead at the last minute to settle the case. 

“The trial judge put us in a situation increasingly where it was very obvious that we were not able to win the trial,” Dinh has said, referring to pre-trial rulings over what was, and wasn’t, permissible lines of argument. Among other things, the judge ruled it would be accepted as fact that Dominion did not switch votes from one candidate to the other.  

The judge also ruled that Fox couldn’t assert certain claims of privilege that typically protect journalists because the news hosts allegedly knew the information provided was false. 

Critics say he should have pursued settlement to prevent damaging revelations about the company to surface.