After popular demand, I talk again with Kate O'Leary, Global Executive Litigation Counsel at GE, about the HBO show Succession. This time we address issues from Season 2 of the show. *Please note that we covered issues from Succession's S1 in E98 of this podcast, published on May 22nd, 2023. If you have not heard that episode, you should check it out. As explained before, ‘Succession’ centers on the Roy family, the owners of Waystar RoyCo, a global media and entertainment conglomerate, who are fighting for control of the company amid uncertainty about the health of the family's patriarch, Logan Roy. In this episode, we discuss disclosure process and vetting of public statements, knowing vs not knowing, how (not) to behave at a Congressional hearing, cultural and reputational issues and impact on shareholder value, and the legal and ethical obligations of “owning all the news.” Among other topics, we cover ‘bear hug’ offers, shutting down divisions and unionization matters, the Caremark standard for directors, sovereign wealth funds, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com
0:00 -- Intro.
*Note: you can check out our analysis of Succession's first season in E98 of this podcast (published on May 22nd, 2023).
1:43 -- Start of interview.
4:03 -- Governance challenges to family-owned companies.
5:50 -- On Kendall's car accident and legal implications. Issues of corporate wellness, mental issues and drug-use. *Story on Tyson Foods' CFO.
10:55 -- Waystar’s response to “bear hug” offer from Maysberry. “I saw their plan, but my father's was better.” On disclosure process and vetting of public statements.
17:34-- Impact of explosion of Waystar rocket in Japan (after Roman rushed the launch).
18:45-- On Shiv's prospects as CEO of Waystar.
20:13 -- On the role of the board in the "bear hug," conflicts of interests, and lack of an independent committee of the board.
21:25 -- The Pierce acquisition to block Sandy and Stewy. On the role of third-party advisors (investment banks) and the Jamie Laird character.
27:46 -- On sovereign wealth funds looking to control the news through ATN. On the character of Mark Ravenhead.
33:10 -- The Vaulter shutdown and question on unions.
41:04 -- Revelation of cruise line issues (press report) lead to loss of business opportunities (Pierce, etc.) and loss of key employees (Rhea’s departure). The accounting whistleblower. Rhea, worrying that she’s agreed to be CEO of a “dumpster fire pirate death ship” says, “Either they did know, which is terrible, or they didn’t know, which is an unconscionable lack of control.” (Caremark standard)
47:17 -- The Congressional hearing. How should CEOs and/or management prepare for congressional hearings? "This is not a court house, it's a stage." "Testifying in Congress is much more similar to being on a Sunday morning news show." "The clock is your friend here." "In circumstances like that, sometimes the best answers are yes, no, or I don't recall - as opposed to speechifying about something."
54:35 -- The questionable decision of having a general counsel testify in Congress. On waivers of attorney-client privilege.
1:00:26 -- The "blood sacrifice" offered by Waystar Royco after the Congressional hearing. Caremark standard and the fallacy of "what you don't know can't hurt you" (willful blindness). The NRPI ("No Real Person Involved") notations in shadow logs.
1:09:26 -- Cultural and reputational issues and the way the show connects them to shareholder value. Culture of fear and bullying. Sexual harassment and improper behavior.
Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.
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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