October 27, 2021

Corporate Lawyers Analyze HBO’s “Succession”

I loved this Time interview with Sidley’s Holly Gregory and Kai Liekefett and Louis Pierro of Pierro, Connor & Strauss – discussing what is & isn’t accurate about Succession (they agree it’s pretty accurate overall). Yet another sign that corporate governance is becoming glamorous! Here’s an excerpt talking about something that everyone knows to be true but can’t say out loud when real clients are involved:

How do Kendall’s public allegations against his father impact Waystar’s proxy battle against Sandy and Stewy?

Liekefett: In the proxy fight world, we use a lot of terminology from political elections, and we are always concerned about the so-called ‘October Surprise.’ This is the ultimate October Surprise, and the nightmare of any defense attorney that something like this would happen shortly prior to the annual meeting. If that were to happen in my practice, we’d probably be dead in the water.

With that level of dysfunction — where the son of the CEO and chairman goes out and accuses his father of these kinds of wrongdoing — shareholders in 99 out of 100 situations would say, ‘O.K., enough said. I don’t even care who is right, father or son. The level of dysfunction here is so unbearable, that we need some adults in the boardroom. Anything is better than the status quo, we need some fresh faces here as directors.’ It would be the death knell of any proxy fight.

Liz Dunshee