Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this very special episode, I talk with Kate O’Leary, the Global Executive Litigation Counsel at General Electric Company. We address corporate governance issues from HBO's show Succession from the perspective of an experienced in-house lawyer who deals with governance challenges in the real world. We only cover issues from Season 1 of the show, but if you want to hear more episodes on this show, please do let me know by sending me your comments via social media, email or any other format. In this podcast, we discuss CEO succession, compliance issues emerging from the so-called “Death Pit”, disclosure controls and the role of the general counsel. We also address board approvals for transactions, board votes on no-confidence motions, leadership, culture, government relations and corporate purpose. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com
0:00 -- Intro.
1:38 -- Start of interview.
3:23 -- Kate's origin story and her professional background.
4:54 -- About the ESG & Law Institute led by David Curran from Paul Weiss (Kate serves as an advisory board member).
7:08 -- Premise of HBO's Succession show. "It's a show about power dynamics. But it's also a show about governance, and how power is or not constrained in the corporate world, the political world and within a family." "It is also a show about governance, which should operate as a constraint on abuse of power, if it’s working effectively." "The show does a very good job in linking governance with shareholder value."
10:30 -- The role of the board in CEO succession. Two issues: 1) Who should take over, 2) What's the proper timing. Also, how to handle health matters of current CEOs.
15:24-- The role of the family (Trust) in governance matters of Roystar RoyCo.
20:43-- The “Death Pit”. How should employees and officers react when they learn about serious misconduct? What internal controls are missing at Waystar Royco that would have potentially led to a different outcome? What are potential consequences of covering up past serious misconduct? The role of compliance and reporting channels in corporations. Caremark doctrine in Delaware ("once you know something, you have to act"). "The sin cake eater" advice. The SEC whistleblower program.
27:51 -- On proper disclosure controls, and open reporting. Internal investigations. Ineffective training.
30:56 -- On "disclosure committees" of material non-public information (link to the board's Audit Committee). Multi-functional committees (legal, finance, communications, IR, etc.) Theme throughout Succession (the show): "How do you make responsible decisions in the face of imperfect information?" "This show is like a giant final exam on governance."
36:25 -- On the interaction between Legal, Finance, Communications, IR and PR. "Effective governance comes down to people, processes and policies: you need to have the right people in the room, an appropriate process for them to come together and make a decision, and policies that guide that decision making."
39:18 -- On the role of the general counsel (played by character Gerri Kellman in the show). "Gerri is secret keeper for Logan, rather than gatekeeper as expected by SEC/DOJ. She helps to cover secret loan not authorized by Board, as well as “death pit” issues on cruise ships – counsels Tom to keep quiet." "She's such a compromised character. She's not effective at all."
45:41 -- The deal with private equity (activist?) “friend” of Kendall, Stewy Hosseini (including board seats). "Kendall's big downfall is that he tries to be the same type of leader as his father [and he's also just not as good, he's not Logan]." The conflict of interests.
50:31 -- The Vaulter acquisition (and Lawrence joining the board of Roystar RoyCo.). "There was no process around it." "The board would traditionally look at the deal strategically and in terms of price (ie. is this the right acquisition target; what are some of the other companies in this space; is this the right strategy; why this now, does it fit with where the company is going; what is the company like, etc.)
54:31 -- Board vote on no-confidence motion against Chairman & CEO Logan Roy. What is appropriate process for this type of Board action against a CEO? "The corporate governance aspect that really stands out here is the lack of appropriate board process." How should the Board and GC have reacted Kendall’s request for a delay and Logan’s refusal to recuse himself? How else could/should situation have been handled? What special procedures might be appropriate given impact of family relationships on governance issues? How are these family relationships analogous to other kinds of relationships in corporations? What does this suggest to in terms of importance of robust procedures and controls?
1:01:00-- Other thoughts for directors from Season 1 of Succession:
Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.
__
You can follow Evan on social media at:
Twitter: @evanepstein
LinkedIn: https://www.linkedin.com/in/epsteinevan/
Substack: https://evanepstein.substack.com/
__
Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License