[Spoiler Alerts Ahead for Season 4, Episode 4 of HBO’s ‘Succession’.]
As a Trusts and Estates attorney who helps families navigate business succession issues, I have been horrified –and riveted –by the way that the succession of Waystar Royco has played out in the wake of Logan Roy’s sudden death on HBO’s ‘Succession.’ This article will examine how Logan’s actions (involving “that piece of paper”) have fueled the destructive competition between the Roy siblings, and outline steps that Logan could have taken to secure a smoother transition and promote family harmony—if he had been so inclined.
That Piece of Paper
Following his death, we find out Logan kept “a piece of paper” in his safe outlining his wishes for the future of Waystar, namely that Ken Roy should be his successor, as well as his wishes for disposition of certain assets. The piece of paper is not dated and does not appear to have been signed or witnessed. There are some notes or musings marked in pencil that may have been added at a later date, including marks indicating that Logan either underscored or crossed out Ken’s name as possible successor. There are three major problems with the piece of paper. First, the paper is not legally binding. It does not constitute a valid Will, as to be valid Will in New York, the paper would need to have been signed by Logan at the end before two attesting witnesses, who would then affix their names and addresses. Further, if Logan did have a valid Will, writing outside the four corners of the Will (such as this piece of paper) would not be legally binding. Second, Logan did not give clear direction to a fiduciary in the piece of paper. Did he underscore Ken’s name as potential successor, or did he change his mind, and cross out Ken’s name? Why did he pencil in Greg’s name in the margins with a question mark? Even if Frank, as Executor of Logan’s Estate, wants to follow Logan’s wishes, he will have a difficult time trying to parse through them as outlined on the piece of paper. Third, Logan kept this piece of paper buried in his safe, squeezed between various deal documents, rather than providing a copy to a trusted fiduciary who could ensure that it would be found, or keeping the document somewhere else accessible. Documents stashed in the safe or some equally inaccessible place are likely to go unfound when needed most. The confusing nature of Logan’s intentions and sketchy implications of the piece of paper only fuels resentment and suspicion among the Roy siblings at their father’s death.
What Logan Roy Could Have Done to Smooth Succession and Promote Family Harmony
Since Waystar is a public company and the Roy family no longer controls a majority of the shares, Logan may not have had the power to “anoint” a successor. Nevertheless, there are certain steps he could have taken to ease the path for his preferred successor. First, in his Will or testamentary document, he could have left what remained of his voting stock to his chosen successor. This would have given the chosen successor more voting power and sent a clear signal of his intentions. He could also have tried to negotiate a Board position for his chosen successor. Second, even if he did not want to memorialize his decisions in a legally binding way, he could have provided a copy of a clear Letter of Wishes to a fiduciary like Frank, trusting the fiduciary would do his best to honor Logan’s intentions. If he took this path, he would have given the Letter of Wishes to his Executor in advance, or at least asked his attorney to keep a copy of the Letter with a copy of his Will.
Finally, and most importantly, Logan should have treated his children equitably, rather than setting them up against each other. Though the Roy family is unique, the estate planning and business succession issues confronting them are not. For families with closely held businesses, the question of who should take the reins when the senior generation is gone is a particularly vexing one. Children may have different capabilities or a differing degree of involvement in the business. Parents often feel that one child is more capable than the others. Even putting business succession issues aside, parents may be inclined to give more or less to different children. Sometimes parents want to give more to a child who they feel needs more help, leaving less to the child they feel is more self-sufficient. Unfortunately, whenever parents treat children differently in their estate plan, it has the potential to create rifts among the children, who will tend to equate inheritance with love. If possible, even if the inheritance is not equal, it should be equitable. For example, if the senior generation leaves the family business to the daughter who has been working in the business, then perhaps they can leave the family home or some insurance money to their son who does not work in the business.
Nevertheless, if parents are determined to treat their children differently, it is best to talk to the children about what is driving these decisions. Better to address these issues while the senior generation is still living, than to leave the next generation wondering at a parent’s death, and send them spinning into a Coronation Demolition Derby.
For further information, please contact:
Caryn Young, Partner, Withersworldwide
caryn.young@withersworldwide.com
