Lessons Learned About Business law From HBO Max’s Hit Series, “Succession”

“Succession” does a fantastic job of highlighting the importance of a solid business succession plan while also providing a masterclass on how not to choose a successor. The HBO Max’s Emmy-winning original series is a drama-filled and expletive-abound fictional world of an uber-wealthy New York media tycoon, Logan Roy, and the challenges he faced trying to let go of the reins of the news and entertainment empire, Waystar Royco, he built over his lifetime. Emphasis on the word trying, Logan, a father of four, can’t seem to make up his mind which of his latter three children – Ken, Shiv, and Roman – has what it takes to replace him as CEO. So, in the finale of the third season, he instead opted to sell to the streaming tech giant, GoJo.

Knowing his kids would never agree, Logan kept them in the dark while he carved out the deal terms with his executive team.

But that’s not all.

He also renegotiated terms in his divorce agreement with his ex-wife and their mother, Lady Caroline Collingwood, where she agreed to eliminate a provision that dictated that a supermajority was needed to change control of the holding company. She originally wanted it to protect her children from this exact situation – the company being sold from under them. But she believes things have changed since then and selling is now for the best, especially for herself and her new husband, Peter, who received a London flat in the exchange.

Although an example of creative legal maneuvering showing how Logan thinks of every detail, I found the whole scenario rather unlikely. Because all it took was Lady Caroline’s agreement to drop the supermajority voting provision for it to automatically change in the holding company bylaws. Since a CEO’s divorce agreement has no automatic bearing on the internal structure of a company, one could naturally assume that the required supermajority voting provision would have then been voted into the bylaws. Considering the Roy family were no longer majority shareholders, it's unlikely Logan could make such a sweeping change to the holding company’s bylaws without a vote from the board.

For the sake of fun, we will accept that Logan had that ability to make the change now that the need for it was removed in his new divorce agreement. Although highly unlikely, it’s not entirely impossible. But either way, the fun quickly ends when, in the fourth and final season, Logan meets his untimely demise when he was en route via private jet to Sweden to seal the deal with GoJo founder and CEO, Lukas Matsson.

Business succession planning involves creating a comprehensive procedure outlining how the former leadership will be replaced if they become incapacitated or pass away. The more transparent and detailed the process is, the less likely there will be turmoil if and when something happens. It greatly enhances a smooth transition; thereby, protecting the income generated by the business.

Business succession planning involves creating a comprehensive procedure outlining how leaders will be replaced if they become incapacitated or pass away. The more transparent and detailed the process is, the less likely there will be turmoil if and when something happens. It greatly enhances a smooth transition; thereby, protecting the income generated by the business.

Despite being 84 years old and exhibiting moments of memory loss, Logan doesn't trust anybody but himself to lead his company. But it's this inability to trust anyone, even his kids, in large part that sabotages any viable replacement candidates. Because they are all making their decisions based on incomplete information since Logan doesn't fully share what he knows with anyone. Although this controlling behavior makes for a captivating television show, it shouldn’t be replicated in real life. The conflict that ensues in a family vying for the top spot risks disrupting the stability and continuity of the business.

We already see the cracks appearing when Ken, Shiv, and Roman have to choose who they will pitch to the board to be interim CEO to complete the GoJo deal. They settle on sharing the position between Ken and Roman, leaving Shiv feeling insecure. By the fourth episode’s end, Ken secretly overturned the PR strategy decided earlier together with Roman. If the Roys teach us anything, it is that chaos can ensue when you leave grieving relatives to figure out what's best for your family business.

The thing about business succession and estate planning is that they affect everything in a business owner's life, whether you’re a sole proprietor or running a global business empire. But it’s easy to push this important legal necessity into the perpetual future because most of us don’t want to face our mortality. “Succession” is now showing the audience what happens when you wait until it's too late. And I can guarantee that it’s going to be more costly, complicated, and filled with conflict for the Roys. Again, all the things that make for an exciting TV show, but all things you want to avoid as an actual business owner.