After four seasons of corporate machinations, failed boardroom coups, mergers and acquisitions galore (and possible securities fraud), the saga of the Roy family has reached, if not an end, a point of departure.
We’ll leave the post-mortem of the show to the professional critics, but what are some takeaways for lawyers (and their clients) from Succession? (Caution, spoilers ahead.)
1. Plan for contingencies
The first lesson is in the title, Succession.
The question that haunts the show, especially its most recent season, is what will happen after the founder of Waystar Royco, Logan Roy, passes from the scene. The fundamental source of drama is that at one point or another, Logan promises each of his children that they will take over as CEO.
Indeed, in one especially clever twist, Logan’s thoughts on his successor are found among his other estate plans with his son Kendall’s name either underlined or crossed out, depending on one’s view.
Of course, in real life, this is rarely how the selection of corporate officers works out. Corporate officers are usually selected by an organization’s board of directors. Even in the show, where the underlining of Kendall’s name is taken to be an endorsement from beyond the grave, the company’s board ultimately approves of the nomination through an informal vote.
But the potential for chaos surrounding that vote illustrates the importance of planning for contingencies in corporate documents. What happens if a key executive is suddenly unable to fill their role due to incapacitation or injury? That possibility needs to be addressed in the entity’s formation documents from the outset, and a well-counseled business will be prepared by their lawyer for that possibility.
2. Remember your fiduciary duties
The focus of Succession was on which of the Roy siblings, if any, would be tapped to take the reins of the company, but Waystar Royco was not a family business—it was a publicly-traded company whose executives and directors had a duty to put shareholder interests first.
To the show’s credit, while the protagonists may have often lost sight of this fact, the show’s writers stayed true to that reality.
The central question of the final season, linked to the question of who would take over Waystar Royco, was whether the board would accept a very generous merger offer for the company, a merger that by all accounts would have commanded quite a premium for shareholders. And the board ultimately chose to put shareholders first, approving the buyout despite heavy politicking from Kendall to keep the company in the family. At the end of the day, Kendall could not win the shareholder value argument.
As attorneys, we too must be vigilant about our fiduciary duties, especially when our clients are institutional. The duty is always to the company first, not the interests of particular executives or directors, even if those are the persons we directly report to on a day-to-day basis.
3. Skeletons never stay in the closet
The next lesson is an interesting one because it involves drama and deception.
One of the major narrative arcs in Succession had to do with a scandal surrounding Waystar Royco’s cruise line. The scandal involved two layers of cover-ups—one to conceal actual crimes that occurred on the cruise ships and a second cover-up of the cover-up in which characters destroyed internal company documents in an attempt to keep the dead buried (quite literally).
As with most cover-ups, the deception failed. As attorneys, we walk a tricky line regarding company malfeasance. On the one hand, we have a duty to keep client matters confidential, unless directed otherwise. On the other hand, we cannot turn a blind eye to corporate malfeasance and fraud, especially when tolerating that malfeasance would ultimately harm the company.
While Waystar Royco did ultimately weather the storm, it was subjected to a Congressional investigation, a Department of Justice investigation, and a hefty fine. No one went to jail, but the company was not unscathed.
Imagine if instead of participating in these cover-ups, the company’s attorneys had rooted out the malfeasance at the beginning, explained to corporate decision-makers that the actions would have consequences and pressed for internal changes. Not as thrilling, sure, but that would have been the responsible approach.
As attorneys, we do our clients no favors by being a rubber stamp. That doesn’t protect the company, the real client.
4. R.I.P. to the Old Boys Club
One central theme running through all four seasons of Succession is how poorly women are treated in the corporate world (or at least at Waystar Royco).
Waystar Royco was rife with inappropriate relationships, whether it was the strange bond between Roman and Gerri, or the tryst between Logan and Kerry. And we saw how it came back to harm the company, not only in how it stifled talented individuals from rising to the top but also by generating millions of dollars in litigation liability.
Waystar Royco was portrayed as a particularly heinous company in this regard. But we all know that harassment and discrimination still exist, and the individuals that engage in it are breaking the law and putting their businesses and shareholders at risk. Even when it’s uncomfortable, attorneys have to speak out and tell individuals that this behavior cannot be tolerated.
While the series was prized for its entertainment value, Succession also illustrates a number of the challenges facing attorneys of institutional clients, especially large institutional clients with a wide range of stakeholders.
At The Law Offices of Andrew Dressel LLC, we provide general counsel services to businesses large and small, including litigation services. To discuss the services we can provide your company, call us at 848-202-9323 or email contact@d-mlaw.com.
This article is not legal advice and you should not rely on it for legal advice. Please contact an attorney if you have a legal question.