Laws get broken on the hit HBO show “Succession,” but that’s not because lawyers aren’t there to lend a hand.
Peter Lyons, a University of Virginia graduate and UVA Law lecturer, is a legal consultant for the show, and offers the writers advice on how to keep the characters on the right side of legal plausibility. He’s teaming up with law professor Cathy Hwang to teach a Law School January term course, starting this week, about the kinds of thorny legal questions that come up on the Emmy-winning series.
The show, which just wrapped its third season, began as the health of family patriarch Logan Roy, who runs the global media and entertainment conglomerate Waystar Royco, comes into question. The family members’ dysfunctional scheming quickly follows.
“It has been a lot of fun,” Lyons said. “The writers often try to push the conflicts among the characters, and I need to embrace the conflicts and try to be sure the situations giving rise to the conflicts could actually happen. It’s quite a change; clients ordinarily want us to help them minimize conflict.”
Lyons is a corporate lawyer who has specialized in mergers and acquisitions since 1986. He was the head of the mergers and acquisitions group at Shearman & Sterling and has been a mergers and acquisitions attorney at Freshfields Bruckhaus Deringer since 2014. He got involved in advising the show through a British work connection to the show’s principal business consultant, Merissa Marr, who asked him to speak to Marr about some of the U.S. corporate law issues that come up in the show.
From “poison pills” to the “bear hug,” there was a lot for the writers to learn.
Though he mostly consults via phone, Lyons visited the set for a week during the filming of the third season’s fifth episode, which centers on the proxy contest that comes to a head at the Waystar Royco annual shareholders meeting.
“I was helping with the cadence of the meeting, as well as the look and feel of the meeting and the ‘war rooms’ where the different sides hunkered down during the negotiations,” Lyons said.
UVA Law alumnus and lecturer Peter Lyons, left, and law professor Cathy Hwang are teaching a January term course on the hit HBO show “Succession.” (Contributed photos)
Despite the show’s high drama, Lyons said there’s some truth to the scenarios.
“I think that most of the corporate intrigue could happen,” Lyons said. “Not very often and not in quite this way, but something very close to these scenes does occur.”
Lyons said he helped Marr figure out how to establish the corporate machinery underlying the confrontations between Logan (played by actor Brian Cox) and his children in the final scene of season three. (Spoilers ahead.)
“Merissa and I came up with the idea that the Roys would have a family holding company – similar to National Amusements, which holds the Redstone ownership interest in Viacom/CBS,” Lyons explained.
The bylaws of that holding company were amended as part of the revision of Logan’s divorce settlement that induced his wife, Caroline, to support Logan in the proxy contest.
“That amendment included a requirement that a supermajority of the holding company shareholders approve any change of control of Waystar Royco,” Lyons said, “thus allowing all the family shareholders acting together to fend off a takeover.”
