Most Iconic Season 1 Cases | Suits

Mike Ross and Harvey Specter navigate corporate battles and legal maneuvers to save McKernan Motors from a hostile takeover.

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Key Takeaways

Corporate bylaws can be used strategically to delay or influence board decisions.
Legal expertise and attention to detail are critical in high-stakes corporate negotiations.
The true value of a company lies in its quality and assets, not just its brand name.
Building alliances with key stakeholders is essential to influence company outcomes.
Even junior associates can have a significant impact in complex legal battles.

What the video covers

Mike Ross is introduced as a new associate working alongside Harvey Specter.
The company McKernan Motors faces a $200 million offer for its flagship factory land, with plans to move manufacturing overseas.
Harvey and Mike work to find a way to remove CEO Robert Stenland using corporate bylaws.
They discover a loophole in the bylaws that delays the board vote and allows time to find a new CEO candidate.
Harvey attempts to convince Dominic Baron, the head of production, to help them regain control of the company.
A tense board meeting unfolds where legal rights and bylaws are challenged to prevent the ratification of the sale.
The importance of the company’s engine quality over just the brand name is emphasized.
The episode highlights strategic legal maneuvering, corporate power struggles, and loyalty conflicts.
Mike’s legal knowledge and quick thinking play a crucial role in the unfolding events.
The story sets up a high-stakes battle to save McKernan Motors and retain control of the company.

Chapters

Who is Dominic Baron in the video?

Dominic Baron is the man responsible for the design and production of the engines at McKernan Motors and plays a key role in the corporate battle.

What legal strategy is used to delay the board's decision?

Harvey and Mike use a loophole in the corporate bylaws that prevents the board from voting on the CEO appointment and land sale until a specified time, buying them time to act.

Why is moving manufacturing overseas a problem?

Moving manufacturing overseas risks damaging the company’s core asset—engine quality—which could undermine the brand and long-term success.

Full Transcript — Download SRT & Markdown

Speaker A

Dominic, Mike, I'd like you to meet Dominic Baron, the man responsible for the design and production of this engine. This is my new associate, Mike Ross. He's just a kid. He's trying to steal his soul before he hits puberty. Okay, obviously

Speaker A

still upset about our labor negotiations. My workers took a big hit, and McKernan took a bigger one, both of which poised the company to be strong for years. I was always straight with you about that. Sophisticated words for a guy

Speaker A

who screwed us. Look, I'm sorry you feel that way, but you have to admit I did have the courtesy to do it from the front. Wow. Yeah, he really appreciates what you've done for the company. Robert Stenland, I'd like you to meet your new

Speaker A

associate, Mike Ross. We're not paying him what we pay you, nor should you, but I assure you he's highly effective. I'll believe it when I see it. I had him read your corporate lease last week. Ask him anything. That's a 300-page

Speaker A

document. Okay, what are the terms? Okay, I have no idea what you're talking about. See, was the parent company Glendon Enterprises, 35,000 ft at 19 West 57, $80 a foot, expires in 6 months with an option to extend exercisable in 30

Speaker A

days. Who signed the lease? You did. What's my middle name? The letter L. What happens in the event the company no longer exists? That wasn't in the lease. How can you be sure? Because the lease I read wasn't 300 pages; it was 364, and I can

Speaker A

tell you what's on any one of those pages, but I can't tell you that. That's how I can be sure. Excellent. You can get him started on the new deal right away. New deal? Yeah, I have found a

Speaker A

buyer willing to spend $200 million for the ground underneath the flagship factory. Where are you moving manufacturing? Well, that's the beauty of it. The real asset of McKernan Motors is the name. We move overseas, we save ourselves a bundle, a front payout, while

Speaker A

retaining the name and maintaining cash flow over time. That's genius. Exactly. We'll take care of everything. Okay, right, thanks. Really? Jesus, I knew he was cheap. I didn't realize he was an idiot. What are you talking about? The asset's not the

Speaker A

name, it's the quality. He moves overseas, he's going to kill the goose that laid the goddamn golden engine. Wait a minute, I thought you didn't get emotionally attached to the client. I'm emotionally attached to me. Look, I made a bet that

Speaker A

this company would grow and my billables would grow with it. We're holding a pair of aces, and this is trying to fold. So what are you going to do? I'm not going to do anything. You're going to go

Speaker A

through those bylaws, and you're going to find me a way to get rid of Robert Stenland. No, no, no, no. I have to go see my grandmother. Uh-uh. Is she dying? No. Cancel onor. Now would you find me on McKernan Motors? The board can't vote

Speaker A

for at least 24 hours after the CEO presents a deal involving the sale of company land. But Stenland already presented it to the board, right? But Stenland isn't CEO. I wrote those bylaws myself. He's CEO. H, page 238, clause 137 states if the CEO

Speaker A

dies, an interim CEO will be appointed until the board convenes an election vote, which can't be called till the next fiscal quarter, in this case next Thursday. So they can't vote them in until Thursday. Thursday? Okay, well, prepare the due

Speaker A

diligence for me to take to Stenland, but I don't want anything ready to sign. Where are you going out? I have until Thursday to find a new CEO. Huh? Oh, nothing. Uh, it's just 6 hours, 1,500 pages,

Speaker A

and I, uh, found your mistake. Yeah, you found the one mistake I made while drafting those bylaws a dozen years ago when I was 2 years younger than you. A mistake, by the way, that's going to help me get rid of

Speaker A

Stenland. Mistake spent a day with a top headhunter. I know who couldn't produce one legitimate CEO candidate by Thursday. What about that Dominic Baron guy who runs production? He said he was responsible for the engines and clearly

Speaker A

cares about the workers. Oh, he's not the guy. Uh, you're scared you can't convince him because he hates you. I get it. Nice try. Harvey, glad you can make it. We were about to sign the papers. I got word back

Speaker A

at the office. I just came to see how Lewis was getting around the bylaws. I don't know. Ah, I'm at somewhat of a loss, Robert. I'm sorry. This is what was holding up your due diligence. Technically, you're still

Speaker A

interim CEO until the board votes you in on Thursday. If protocol isn't followed, it leaves you with huge litigation exposure. That's right. Well, I imagine we should, uh, hold off then. Please don't blame Lewis. It's my fault. We usually

Speaker A

have senior partners oversee transactions like this because junior partners tend to miss things. See you Thursday. One second. Uh, just so you know, you a junior partner too recently? There's a reason I'm not anymore. I need you to prepare the draft CEO candidate

Speaker A

speech for Thursday. I thought you were supposed to back off. Yeah, I'm supposed to do a lot of things. I'll call you with the plan on my way back from where? From convincing the man who hates me to do

Speaker A

what I say. Oh, right. You mean the guy I suggested you go to in the first place? Do you remember that whole getting a thing I was talking to you about? I can't even gloat. Gloating is fine. You just

Speaker A

have to not suck at it. Okay, thank you so much. It hurt. Robert, Harvey, you know, I have to admit I almost didn't see it coming. Excuse me, it's the delay in the due diligence. It just didn't smell right. So the only thing it

Speaker A

could be was that you were going after my CEO appointment. So since I'm still within my rights to move a board meeting, I did. I was voted in today at noon, and tomorrow the board will ratify the sale of the

Speaker A

factory, and now I'm firing your firm, and I'm firing you. Try the Quan. Gentlemen, marmalade's fantastic. Follow me. I need you to go talk to Dominic. What? Why? Sten's already CEO. That won't matter if we just buy the

Speaker A

damn company. What? Why are you still working? It's one of my creations, not leaving it unfinished. The hell do you want? I'd be happy to tell you if you put that wrench down. You're quick with the jokes. I'm the guy who just got

Speaker A

fired. You're right. I'm sorry. What would you say if I told you we could get your job back and stick it to Sten? I'm done with Harvey and his plans. Yeah, you were there. We got fired too. You and Harvey still have jobs. He

Speaker A

doesn't care about anybody but himself, including you, Mike. Yeah, you're probably right, but he did stick his neck out to keep your company here, and he does have an idea that requires your help, so you can stay here and call him an or,

Speaker A

or you can come with me, and we can help him. You know, goes from 0 to 60 in the blink of an eye. Did you bring me down here to tell me I can drive this better? For $250 million,

Speaker A

you can own it. McKernan Motors is for sale. If we act fast, I'll need to see the financials. You put together a letter of intent. They'll get you the financials. You know, the real asset is an engine in quality. I

Speaker A

don't want to just buy the name. Speak of the devil, Lawrence. I'd like you to meet the man responsible for every McKernan Motors engine ever built. Wow, Dominic Baron. Very nice to meet you. Good to meet you. I'd like to show you something

Speaker A

if you haven't. Absolutely. So how do we get an offer to the board before their vote to ratify the deal tomorrow? You're going to go through those bylaws, and you're going to figure something out. I don't have to look through them

Speaker A

and figure it out because I just did. Well, what took you so long? Trying to look like me. Each of you have had 24 hours to review the documents in front of you, so at this time... Excuse me, excuse me, what is

Speaker A

he doing here? I'm sorry. I'm going to take care of this. No, no, no. I will. You gentlemen have no right to attend this meeting. Actually, we do. The bylaw states that any original employee has the right to petition the board anytime they meet.

Speaker A

Dominic Baron has assigned that right to me. He was fired. He no longer has that right. Per section 17-5c, Dominic wasn't given 3 days' notice, so technically he wasn't fired, which is why I do have the right to urge the board to accept the

Speaker A

offer for the purchase of Mur Motors. Now, I can tell you that this offer will keep manufacturing here and save jobs while retaining...

Speaker A

Goddamn money than the one in front of you right now hey Bob how are you it's funny how you held out on me on that proper notice exception I didn't hold out I made that up on the spot

Speaker A

really on the spot remember that getting stuff I know right I'm getting it well I was going to say that but now you ruined it that's one thing you definitely get how to ruin it how to ruin it I heard that Mr D

Speaker A

correct me if any of this is wrong but you and I both know it's not please address me and not my client Mr Spector you mean your client who purchased $10 million of lunardi pharmaceuticals and then a day later word of their FDA

Speaker A

approval got out and the stock shot up to $30 million she purchased that stock for your clients Bert Kimble and Dean MLL Based On A Tip Sheet handed out by your clients an allegation that tainted their reputation yet the doj looked into

Speaker A

it and found nothing that doesn't mean it didn't happen I'll turn your client over in person no handcuffs it'll be a country club prison and I'll make sure that she's processed as gently as possible as long as she admits that she

Speaker A

made this trade of her own accord it's a crappy deal wrapped in Pretty Paper why aren't we dealing with the Department of Justice because the doj wanted to put you behind bars for 7 years and I got him down to 11 months

Speaker A

look it's a great deal you're going to sign it you're going to serve your year in prison and every night when you climb into your bunk you're going to thank your lucky stars that Harvey Spectre negotiate on your

Speaker A

behalf nobody's ever going to believe me and I don't have the resources to fight this thing forever so I'll sign the goddamn deal but I'm not thanking anybody you here to make sure I don't change my mind about the deal

Speaker A

no would you you know my father was a teacher he worked hard followed the rules last year the district cut his pension to save their budget I went to Wall Street so I could make some money before getting into teaching myself

Speaker A

I never thought I'd have to worry if they let convicted felons teach can I get you some water or [Music] something I'm just going to get you some water no no no no what she's gone just because a pretty

Speaker A

girl tells you a story doesn't mean it's true if she'd gone to trial the burden of proof would be on the prosecution yet her own lawyer told her to take the deal not to mention that innocent people don't

Speaker A

run I think this fell out of her purse I found it here why are you telling me this now because you were mad at me before so your answer to that is to delay giving me important information well when you

Speaker A

put it like that okay I got to smooth things over with the doj that phone is our only lead try not to lose lose it before I get back okay did you help Gabby when she was charged with insider

Speaker A

trading of course I did she wasn't just a Trader she was my friend I recommended a lawyer and let her borrow some cash after you guys froze her account that was Henderson he's a stickler for procedure tell me when was the last time

Speaker A

you saw her Radley let me inform you that withholding knowledge of the whereabouts of a gnome fugitive is a federal offense do you understand Gabby came in here 20 minutes ago she asked to borrow my key card to Mel

Speaker A

assets offices and I gave it to her well the department appreciates your honesty Gabby what are you doing that stock was on my tip sheet it was on mine I if I could find that Tip Sheet I could

Speaker A

prove my innocence is this what guilty people [Music] do I know they're your clients but can you help me please I'm sorry you can either come with us or we'll have the Department of Justice bring you [Music] in hey I forget why are we looking into

Speaker A

Gabby Stone again oh right because I said she's innocent and now you agree with me no I don't agree with you that she's Innocent but if there's even the slightest chance that someone else is involved they're putting the whole

Speaker A

company at risk and I can't have that okay so you disagree with what we agree about I'll agree with that these folders you'll find every trade made by Mel Assets in the last year personally delivered by ber Kimble I'm

Speaker A

flattered we just want to make sure you've got everything you need Harvey we really appreciate your diligence now I better get back to the office the Australian markets are just opening up good to see you always a pleasure

Speaker A

B Harvey this is great we can take these tip sheets and put the what are you doing this guy's not that friendly to his own mother he's hiding something and I'm pissed what are you talking talking about those aren't the real trades okay

Speaker A

so how do we get them right how do I get them hello you figure out how to get the most profitable trades yet Mike the Mel Brokers hang out at a bar called the closing bell I'm on my way now just

Speaker A

remember you're working I'll talk to you later I guarantee you my biggest trades kick the ass out of your biggest Trad I don't think so brother last month I made2 million on kill medals in one hour 2 million I made 4 million off of

Speaker A

manux back in February that stock tripled overnight what's up 4 million oh that's adorable how about the 6 million I just cleared on ripy and Micro Devices oh yeah what do you think my boy here made on Piper web systems but this guy

Speaker A

right here uhhuh uh I don't know a pack of chewing gum in your sister's [Music] panties oh it's on [Applause] it's landed 7 million off of droan limited 8 million off of eping RTX 9 million dollar off of RMA integrated

Speaker A

products well gentlemen breed is good so's his sister right come on man that's his sister that's not cool dude you just made like the same [Applause] joke hey Bradley's finally here uh all right ladies listen I got a split

Speaker A

it's been real I'll get drinks next time all right right make money money make money hey Harvey come on we got to save Gabby deini oh oh you got a sweet Place dude don't ever call me dude do you think

Speaker A

that maybe I could take it off your hands like when you're going out of town like a like a house sitting type situation remind me to have Donna get your spare key you have the trades Tada good hey when can we uh why didn't

Speaker A

you fight this harder after I saw how much money the trade made I suspected something I went to Burke Kimble he reassured me that I made a profitable trade and did nothing wrong he even told me I I had a $300,000 bonus coming at

Speaker A

the end of the quarter I should have gone to someone said something I made one mistake and I'm going to regret it for the rest of my life you thinking about Gabby I'm thinking about her lawyer what knowing what she said why

Speaker A

would that Zan guy agree to a deal that puts his client Behind Bars without even putting up a fight I can't stand that kind of shot at work he's a bad version of both of us he doesn't care about his

Speaker A

client and he's not about winning he's got even less style than you really see how that's relevant at all hold on how did she get this lawyer her friend Brad the one who also works at melas yeah I don't think Bradley's as good a

Speaker A

friend as she thinks he is see after I saw your client sitting in jail I got to wondering how'd she find you I'm going to call security absolutely see it turns out that her friend Bradley recommended you Bradley who's been a Mel assets for

Speaker A

the past 7 years so I checked you know what I found you represented Bert Kimble in a civil suit 12 years ago it just so happens that you also represented lunardi Pharmaceuticals in their FDA approval proceedings doesn't mean anything you

Speaker A

see my relationship with the doj you want me to point them in your direction or do you want to admit to me that bur Kimble's paying you off he's a cancer you don't cut him loose he's going to

Speaker A

kill your whole company how dare you walk in here and accuse me with these things mean you are my lawyer no Bert I'm the lawyer for Mel Asset Management as far as the law is concerned Dean Mela is my client not you dumb son of a BCT

Speaker A

B you're fired what effective immediately you're going to fire me because of this I hope you're happy cuz without me this hedge fund's nothing I'll be happy when the Department of Justice puts your ass in handcuffs enjoy your freedom Bert

Speaker A

because they're coming for you and since you're a bigger trophy than Gabrielle Stone you're going to get a whole lot more than 11 months I can't tell you how grateful I am to both of you never doubted you for a second

Speaker A

oh Gabby I uh wanted to give you something left it on your desk thank you all right well I'm going to find some water you don't come back soon we're sending out a CS party you never doubted her for a second

Speaker A

I didn't doubt her for a second I doubted her for days yeah that's not what you just let her to believe people hear what they want to hear remember Tori of course nice to see you I told Jessica I don't really want to talk shop

Speaker A

when we're here to support a good cause well that's the beautiful thing about a retainer we're always on call when you need us so how can we help it involves one of our most Trusted Senior VPS something recently came to

Speaker A

light about his past I'm shocked by it really tell us where it hurts and we'll make it go away firing Stan Jacobson who senior vice president drybeck County our County firm yes they're our firm and our client how's that

Speaker A

possible they signed a conflict of interest waiver look at that he's actually learning out the law Works acquaint yourself with dryx company charter and Stan's original Employment contract what'd he do he lied he lied about what wait let me guess he cooked

Speaker A

the books how doesn't anyone on Wall Street put in an honest day's work anymore actually he's got a stellar record as a senior VP he lied on his resume never got a CPA license never even went to business

Speaker A

school he lied about where he went to school and now he's getting fired dbec does the books for half of Wall Street word gets out that a senior staff is a fraud they're going to start bleeding clients we have to do this fast and keep

Speaker A

it quiet Stan we're not here to go over any accounting business you're here because you're being let go it's not going to feel as surprising when you understand why the firm looked into your background recently they know you lied about passing the CPA exam you

Speaker A

were hired because of your outstanding credentials and the reality is they never existed I've been there for nine years my work has been nothing but I mean why would this even matter now you've been committing fraud your entire career the liability it presents

Speaker A

no I don't accept this take a de breath once you go over the severance numbers you'll see that we've been more than fair [Music] fair you think this is fair we understand how difficult this must be Stan how you must feel right now you

Speaker A

have no idea what I feel right now so I'm clear you're not denying what we're presenting you with you mean that I lied back when drybeck hired me no but I'm not some scam artist either I did go to college I just

Speaker A

couldn't afford to graduate no one ever questioned it before because I'm that good with numbers they find out all of a sudden they didn't this background check is 5 years old what it doesn't make sense is this the original

Speaker A

yeah so Tor new all this time wait do you not think something funny is going on you know what here's what I think is going on you're sympathizing with Stan because you think he's you that doesn't mean that you need to learn something

Speaker A

from what just happened not the least of which is how anyone no matter how valuable can be let go I can chalk up what happened with Stan to youthful exuberance but Jessica can't so if you want to work here you better go home now

Speaker A

because if she sees you this habit of you empathizing with every client it's not getting you anywhere you want to work in this firm you need to deal in facts evidence information that can hold up that's what a real lawyer

Speaker A

does you forgot this when you left I said I'm not signing anything it's nothing to sign it's a lawsuit you worked for drybeck for 9 years oversaw 80 clients filed hundreds of tax returns and fought 27 audits now

Speaker A

in light of your recently discovered fraud all of that can now be called into question therefore you are being sued for 9 years back pay plus any expenses incurred to mitigate the damage you've done this is this would bankrupt me or you can

Speaker A

take what's behind door number two it's aine who not a who it's a what drybeck is doing business with him and I think that's where the problem was you don't get it okay I'm only leaving with one of these and if it's the lawsuit the

Speaker A

first thing your friends upstairs are going to ask you for is a big fat retainer and when you tell them that Harvey Spectre is the one who's suing you you're going to watch the color drain from their faces now what would

Speaker A

you like to do you ever heard of aine solutions dyack listed them as a consultant firm they bill us every month for their Management Services okay what does that mean I'll check with accounting I did they can only tell me how much we pay

Speaker A

them so I called Aberdine directly it's an automated answering system I left six messages no returns Stan mentioned it something just doesn't feel right are you saying you want to invest at our client they're also our accountants and Tori is also a

Speaker A

friend Harvey if you got caught get caught I am explicitly telling you not to do this and I'll let you know what I don't find after I don't look into it name of CAS and R date Aberdine versus Paula O'Neal say 6 months

Speaker A

ago let's see says here that they were listed as a subsidiary of dryback in a wrongful termination suit that's it that's what I'm looking for I can't print this out I'll get tagged come around take a look is that what you're after yeah

Speaker A

that's it but what's that that links to another Court filing in relation to abedine click on it says here that they file for disillusion earlier today the whole company that's what it says they're officially shut down I'm going to need

Speaker A

one more favor if the message you left was another trick to get me down here no tricks I assure you come on in Stan I'm Jessica pear oh yeah I know who you are you said if I accepted the severance

Speaker A

agreement there wouldn't be a lawsuit well there is one but not against you with you we know about Aberdine we know what Tor was orchest frustrating and with your help we can expose her why should I help you what have you

Speaker A

got to lose tell me what you need me to do [Music] guys hello Tori yeah we hired Stan to do a little independent Consulting on our behalf and he's come up with some very interesting connections it was easy even

Speaker A

if I don't really have a degree there was that vacation you invited me on last year to your new house in the Bahamas a house you bought with money you stole from this firm my firm Jessica Jessica what you can't use

Speaker A

any of this we have attorney client privilege with dryback accounting yes with the Shelf companies no unfortunately for you you're listed on the Shelf companies you stole from me you either come clean now or the only time you'll see your

Speaker A

children in the next decade will be during prison visiting hours so time to get my job back now right don't see why not no Stan you're not what D's going bankrupt after this all shakes out even if they don't

Speaker A

they're not going to hire you back what because you falsified your resume what am I supposed to do now well we just got you more than your severance package I suggest you use it to tide yourself over till you figure something

Speaker A

[Music] out Stan hey you better asset is your mind they can't take that from you one little mistake you could go back to school become legitimate start [Music] over I never should have done it [Music] sh [Music]

Topics:SuitsMike RossHarvey Spectercorporate lawMcKernan MotorsCEO removalcorporate bylawslegal strategyhostile takeoverboard meeting

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