Paxton and Succession – What if you are the coup target?

Though politics, in the more formal political party sense of the word, had a leading role in the impeachment trial of Texas Attorney General Ken Paxton, there were definite similarities between that attempted takeover and what happens in the hit HBO show Succession and in boardrooms across America.  

As with the characters in the show, people are always maneuvering to get into the C suite. And once there, they often aspire to being CEO or chair of the board. Many times, that involves dethroning an existing CEO or board chair. And two things that mattered in both the attempts to unseat Paxton and in the show Succession are politics and the rules of engagement. 

Both party politics and workplace politics can matter a lot. Inevitably, you must win over the decision makers who will vote on your future. Unless your dad hands you the keys to the company like Rupert Murdoch just did, it is not good enough just to have good performance. It usually must be a demonstratively great performance. More importantly, it must be shown to benefit those who decide your future.  

In Succession, workplace politics and family politics were the backbone of all four seasons as Logan Roy’s children jockeyed for their won exalted spot at the table. In the Paxton case, politics in front of the public, and more importantly behind the scenes, played dual roles. In C-suites, it can be just as cutthroat as on HBO or in Austin.  

The other key issue is the rules of engagement. Frequently the rules are found in company bylaws or employment contracts. Unfortunately, with respect to employment agreements, very few people study them with an eye towards their own future and rise in the company. If you do not have a lot of leverage from your employment agreement, or company bylaws, you are too easy at target for people to remove rather than promote if they think they will benefit personally.  

The rules in Succession were on paper but they were bent and mangled and eventually cleverly superseded in the show. The rules of engagement for Paxton were clear but what went on between Senators was where the real decisions were made.  

The rules of engagement in the C suite need to be as specific, unambiguous and non-discretionary as possible. If discretion is allowed as an element of the decision to terminate someone, an ability to cure is essential. Written notice of the details of the cause for termination and an opportunity and ability to cure it are key.  

Requiring a vote of a board or others as opposed to investing discretion with a single person is important as well. It is easier for someone opposed to you to plan your overthrow if only a few have to okay it, rather than a larger group.  

Change of control agreements can be extremely helpful as well. Often the people that gang up on you are people you do not know well or at all. You may have a great relationship with your existing board. But what happens when new owners and a new board take control? Inevitably the existing management will be partially if not completely removed. It is smart to have a payment agreement in place if there is a change of control over your report, responsibilities, pay or location. And of course, the payout should be as significant as possible. The higher the cost, obviously the less likely an improper removal will gain traction.  


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