When it comes to the struggle over control of Viacom Inc., there is one thing nearly all experts agree on: General counsel Michael Fricklas is in a tough position that no one else envies.

What can Fricklas do? “The tendency is to want to duck and run,” says Monte Engler, partner and chair of the corporate department in the New York office of Phillips Nizer. “But corporate counsel don’t have the luxury of doing that. They are in the middle of it. And the goal of counsel is to try to inject rationality into a situation that is, in essence, irrational.”