This post comes with a “spoiler alert” warning. Like many, this author has become obsessed with the Max show Succession, not merely as a television viewer, but for the legal issues raised by the storylines. We will discuss the multiple legal issues covered in the Emmy award-winning series.
The jaw dropping images of real estate are practically a character on the show. The townhouse on Fifth Avenue across from the Metropolitan Museum of Art was the primary residence of Waystar/Royco’s founder and patriarch Logan Roy. The home was shared with his third wife, who obtained the property in their divorce. After Logan’s death, Marcia and Logan’s oldest child Connor were visiting the home. Marcia and Connor started a discussion whereby Connor expressed interest in buying the home from Marcia, who said that she was looking for sixty to seventy million dollars. Connor said he would pay sixty-three million dollars, and they verbally agreed to the deal. A verbal agreement to sell real estate is not binding in New York State. The statute of frauds requires that contracts pertaining to real estate be in writing. Marcia could have backed out of her agreement to sell the property to Connor. However, Connor and his wife were in control of the townhouse in a later episode, so Marcia must have followed through with her oral agreement to sell the property to Connor.
Estate matters also figure prominently in the series. Connor introduces a “sticker system” to distribute personal property in the townhouse that he purchased. Logan’s children were to affix stickers to personal property in Logan’s townhouse to indicate which items they wanted. Then, the “second tier bereaved,” such as Logan’s last mistress, would have an opportunity to select items. While this may be a relatively good method with which to distribute personal property, the question arises as to why Connor was in charge of this process. Was he nominated as Executor of Logan’s estate? It would not be realistic for Connor to have been officially appointed as Executor within days of Logan’s death. Another possibility is that Marcia owned these items as part of the acquisition of the townhouse in her divorce and that she decided to sell the items to Connor along with the townhouse.
Of course, the main theme of the series is in its title. Who would succeed to the control of Logan’s business empire upon his death? Upon Logan’s death and stating that he was the Executor, attorney Frank Vernon found an undated document on which Logan allegedly wrote that he selected Kendall to take over the company upon his death. It was also unclear whether Logan underlined or crossed out Kendall’s name. Such a document would fail as a potential Codicil to his Will since it was not signed in accordance with New York State law, in particular it was signed without witnesses and was not notarized.
Our attorneys advise our clients that business succession planning should not be confused with estate planning. An individual’s interest in a business is an asset of an estate, but its plan of succession is to be derived from the business entity’s governing documents, such as its By-Laws, and board meetings and voting would be required to properly install a successor. The founder may name a person as a recommendation. Estate documents drafted by a qualified professional would be required to determine the distribution of other assets. Certainly, Logan’s estate seemed to comprise of property located not just in New York, but all over the world, so ancillary estate proceedings would be needed.
We are sad to find that Succession has ended with the sale of the company to GoJo, whereby Shiv’s husband Tom has been named as CEO of the US division. The sibling rivalry at the heart of the show is over, but our attorneys remain available to advise our readers should they need assistance with respect to the many legal issues discussed in this post.