That Spring in Paris

by Ciji Ware

  “In other words, the dissident investors on our board of directors, or someone they choose, take over—and Jamie and I and our parents band together for a certain price that the new owners are willing to pay us immediately, in return for surrendering our roles at work, our stock, the options, and votes—and all this takes place at the same time?”

  “Correct.”

  “And what about my parents’ ten-million-dollar equity loan on the hotel granted GatherGames when the company concentrated solely on video war games?”

  Adelman smiled, clearly enjoying his role as the maestro of this mischief.

  “As I pointed out earlier, all these transactions would have to be negotiated almost simultaneously with the new management. Paying off the equity loan against the Bay View Hotel would be part of the overall deal.”

  “It does sound tricky.”

  “It certainly can be... but that’s why you hire someone like me.”

  “At your hourly rate... which I calculate is about $11.25 a minute,” Juliet said baldly, “tricky is as tricky does, I suppose.”

  Edward Adelman blinked as his lips settled into a straight line that reminded her faintly of Jed whenever she’d disagreed with something he’d said.

  “Actually, you’ll be paying me about nineteen cents a second to pull off this particular trick.”

  “If you actually do pull it off, it’ll certainly be worth it,” she replied. “But if it doesn’t work, my parents could lose everything, we could end up with pennies on the dollars of our five-year investment and nobody in the family speaking to each other.”

  She allowed her words to hang in the air. Adelman cocked his head and cast her a steady look, as if accustomed to hearing the veiled complaint that the firm’s fees were outrageous, even by San Francisco standards—and with no guarantee of a happy outcome.

  No point in beating around the bush, she thought. “So what do you calculate are our chances of success?”

  “You all have a fair amount of clout in this situation, given the shares of stock you own outright, along with the hefty number of stock options that you, your younger brother, and your parents have been granted as founding employees and investors. It’s probably very worth your while to initiate such bold moves so you can cash in the options as well as the stock long before the ten-year expiration date.”

  “Ten years?” she moaned. “I thought it was two! Isn’t that the deal I signed?”

  “In certain instances, yes, it’s a ten-year wait. You can sell the family-held stock at five years, which occurs in July of this year.” He glanced at the sheaf of papers on his desk, adding, “Bradshaw Junior’s granting you those additional stock options when you became design director last year might not have been legal without the normal, longer waiting period, but I’ll negotiate all issues at the same time, seeking an immediate payout of everything from the new owners. It’s been done in other cases.”

  Juliet was aghast that she’d known so little about the papers she’d signed. She silently chastised herself for not consulting her own lawyer long before this. When the company had been formed, she’d signed her name on whatever her father or Brad put in front of her, assuming that they both had her best interests at heart.

  She’d been only half right.

  Edward said, “From the contracts you showed me, your father signed the same deal, as did your brother James. The reason for the usual ten-year delay to exercise and sell all your stock options is to grant the company stability. However, when founding members do cash out at a given date, they reap the rewards for having worked since Day One.”

  “But what if my parents don’t want to do what Jamie and I want to do?” she asked with a worried frown. “What then?”

  Her mother’s blind loyalty to her eldest son was a huge obstacle to overcome, along with her proven ability to control her husband on this subject.

  “In that scenario, if you authorize me to, I will do my best to secure a favorable settlement of these questions for just you—and your brother James, too, if he so desires. We’d still propose to those taking over the company an accelerated vesting in such a way to reduce your tax liability.”

  Juliet tapped the pile of papers sitting on the highly polished desk. “Jamie and I will pay whatever tax is due because we want out immediately if there’s a change of control. Expect to hear from us if we decide to exercise this plan.”

  “Of course,” he murmured. “I understand. As you said on the phone, this is just an exploratory meeting today.”

  She glanced at the wall behind Adelman’s head and noted a Stanford diploma, wondering, with a sharp intake of breath, if the ice-in-his-veins attorney was in college at the same time Brad was. She pointed above his head. “I see you went to the same university my brothers did. Just to confirm... my coming to see you and the matters we’ve discussed won’t leave this room, correct?”

  “Of course not,” he responded, clearly offended by such a suggestion. “Our firm promises absolute confidentiality.”

  “San Francisco’s a small town,” she reminded him.

  “And we are a firm that obeys the strict rules of the California Bar Association.”

  “Glad to hear it,” she replied, offering him her sweetest smile. “Did you know my brother Brad when you were there?”

  “I certainly knew who he was. So do most of the Stanford grads in town, I suspect. Champion long-distance runner, summa cum laude, then biz school star, and all that.”

  “That’s why I asked,” she said, her glance locked on his.

  The attorney looked down at the file folders on his desk and said, “Well, rest assured, nothing that transpired in this room leaves this room.”

  Juliet glanced at her watch. She’d been there two minutes shy of an hour.

  “Excellent. Well, tick-tock. The hour’s not quite up and it’s time for me to go.”

  Edward Adelman rose from his executive chair and retrieved her raincoat from the hook behind his door. He helped her put it on and escorted her to the reception area, nodding a greeting to a colleague who was just then emerging from another office. As attorney and client approached the elevators, Juliet noted the young associate wore perfectly pleated, navy trousers, a sky blue and pressed dress shirt—no tie—but with the sleeves rolled halfway up, revealing the deeply tanned forearms of a weekend athlete.

  “Hey, Eddie. Up for a game of squash tonight?” he called to her attorney.

  “Can’t, Gavin. Gotta a ton of work. Maybe on the weekend?”

  The other lawyer shot Juliet an appreciative glance before he raised his hand, cocked his thumb over two extended fingers, and feigned shooting at Adelman. “Gotcha. We’ve gotta plan, buddy.”

  Still smiling, he winked in Juliet’s direction.

  What an ass... That could just as easily have been Jed Jarvis sauntering down the hall, she thought.

  The elevator arrived. “Good to have met you in person, Ms. Thayer,” Adelman assured her, holding his palm against the door to allow her to step inside.

  Juliet smiled her thanks. “I’ll be in touch when my brother James and I—and my parents—have a chance to confer and then come to some decision about what we want to do next. It may be a while, but you’ll hear from me either way.”

  “If the rumors of a take-over get any louder, don’t wait too long. Timing is everything in these matters.”

  “Quite a juggling act,” she agreed tersely. Then she added, “Thanks again.”

  * * *

  After the meeting with her attorney, Juliet felt matters in her life had suddenly gone far beyond mere juggling. She was now engaged in a high-wire act, balancing a high-pressure job she despised with operating in sleuth mode to try to stay on top of the constant maneuverings of GatherGames’ wrangling board members. Rumors were rife that companies like Nintendo, Rock Star, Valve, and Sony Computer Entertainment were all sniffing around, aware of the possibility that the company’s restless principal investors might be interested in doing a merger or encou
raging a takeover bid.

  Two days after Juliet’s meeting with Adelman, the attorney gave her the good news that he had all the rules and regulations at his fingertips and was ready to “execute” whenever she felt it appropriate to “pull the trigger” on negotiating a total buyout. Juliet had taken his call in the empty ladies room at work and then had immediately called France.

  “Okay, then,” Jamie said. “But I think, for the moment, we should just sit tight and keep our mouths shut and our ears to the ground.”

  “But if this takeover kicks in,” she whispered hoarsely, repeating the lawyer’s warning over the phone, “we cannot hesitate. At that point I’ll give Mom and Dad the same information the lawyer gave us. It’s up to them to decide what they want to do.”

  “Good work, Sis. I’ll see you soon.”

  “How’s it going with Avery?”

  “Tell you when I get home. Bye, now.”

  CHAPTER 20

  Jamie arrived in San Francisco from Paris a few days after Juliet’s conference with her attorney. Both siblings reluctantly soldiered on at work, informing each other of various office rumors floating down the halls.

  On a surprisingly balmy evening in March, the pair sat at an outside table at Poggio, their favorite restaurant across the Golden Gate Bridge in the little maritime town of Sausalito. Tourists meandered along the streets, window-shopping and licking their over-sized ice cream cones, while, in the distance, a deep horn blast announced the departure of a local ferry to San Francisco.

  Jamie took a sip of his wine and grimaced.

  “What?” Juliet demanded.

  “I was just thinking. Once I finally get free from everything—unlike you, who’ll be heading for Paris—I don’t actually know what my next move is.”

  “Editing feature films at Pixar?” she asked hopefully.

  “That train already left the station, I’m afraid.”

  “How about Paris, yourself?”

  “I’m pretty sure that’s a non-starter.”

  “You mean, with Avery?”

  Jamie glumly disclosed that Avery had told him she felt she was not “fit for any relationship other than friendship” while she was going through physical and psychological rehab. Remembering that Finn had said something similar, Juliet reached a sympathetic hand across the linen-clad table.

  “And then there’s that art teacher guy, Alain,” he reminded her.

  Juliet had been startled to see that Avery’s art teacher had joined her on Christmas Eve. Was he just a good friend and mentor, or more than that? Until Juliet knew for sure, she wouldn’t offer an opinion on that subject, but replied, only, “If I were you, I wouldn’t give up just yet about Avery. I imagine she’s simply speaking the truth about where she is emotionally in the wake of the trauma she’s experienced. From my reading about PTSD, it’s going to take her some time to work her way though what’s happened to her.”

  Jamie cast a sideways glance. “Finn told me he’s dealt with similar issues because of his time in the Middle East and getting shot down and all.”

  Juliet leaned back in her chair. “He told you about that?” she murmured, guessing that Finn did not tell her brother much about his stint as a drone pilot. Finn’s specific duties were most probably still top secret stuff, and she suspected that he had revealed to her the death of the little boy caught in the crossfire only because the two of them felt an emotional closeness in the raw aftermath of the Paris attacks last November.

  Jamie nodded. “Yeah, he told me about his helicopter going down in Afghanistan and how the concussive force of the crash rattled his head pretty good.” Her brother smiled at her across the table. “Finn’s a great guy. I think he likes you a lot.”

  Juliet could feel a flush moving up her neck into her checks.

  “I like him a lot, too, but wouldn’t you say that at the moment, we’re both geographically unsuitable, plus a few other outstanding issues?”

  Like the small detail that he’s still married to Kim...

  Jamie said, “At the moment, I’d say yes. But down the road?” Her brother cocked an eyebrow. “When you go back to Paris to study at L’École like our great-great granny,” he grinned, “who the heck knows what might happen?”

  * * *

  Finn’s hands were filled with his latest purchases from an open-air street market when Aunt Claudine opened the door to her apartment and greeted him on the threshold. He had barely put his packages down on her gleaming Carrera marble countertops when she handed him a letter stamped with a U.S. Government address on the envelope.

  He ripped it open, his eyes swiftly scanning the first paragraph.

  “Holy... shit...” he breathed.

  Claudine leaned over his shoulder. “What is it?”

  “It’s from someone in our Embassy here in Paris who is also attached to the European Command. He’s asking to schedule an appointment concerning an ‘Allied Joint Task Force for European Security being set up in the wake of the Paris attacks.’ One part of the plan is to use small drones to survey vulnerable infrastructure.”

  “So?” Claudine said skeptically. “How does that concern you?” She squinted at the letter a few moments longer and sighed. “Do I see the hand of my dear brother in this latest development?”

  “I think that’s a big, fat ‘yes.’”

  Claudine offered a Gallic shrug. “Well, strange as this may sound, coming from moi,” she said, studying the next few paragraphs along with her nephew, “never say ‘no’ until you know what they’re offering.” She poured herself a glass of white wine from a bottle sitting on an ornate silver tray in the center of the kitchen island. “You’re looking for a new path,” she said, gesturing with her glass. “Civilian security instead of combat operations might employ your skills in a way you’d be helping, not hurting people. At least find out what they want.”

  “I dunno,” Finn murmured, still staring at the letter. “It might appear to be a civilian job, but...”

  He didn’t finish his sentence. Even so, he decided to follow his aunt’s often-sage advice and at the very least find out what he was being offered.

  * * *

  Finn parked the MG near the Place de La Concorde and walked the rest of the way to the U.S. Embassy. Within minutes of sitting down with a clean-cut man in his mid-thirties that Finn would swear had been a former—or current—U.S. Marine, his host pointed to a fairly thick file on his desk.

  “We’re considering you for a post to head up the American sector of a joint domestic drone surveillance operation of potential terrorist targets all over Europe. The NATO countries would each be represented, led by experienced former drone operators like yourself who would pilot small craft over everything from nuclear power plants, to dams, to miles of railroad tracks, looking for suspicious activity.”

  Finn strove to keep his face expressionless, but his mind was spinning like a roulette wheel in Monte Carlo. Did he want to remain permanently in Europe? As Claudine had suggested, was this a way to use his obvious skills in a non-combat fashion? How would he feel with a joystick in his hands again? He studied the man his instincts told him was a member of the C.I.A., cloaked as a U.S. Embassy attaché. If that were true, what else would be expected of such “surveillance” employees?

  Meanwhile, the officer explained that Finn would work with his French counterparts in Paris and Brussels under the auspices of the NATO pact.

  “We’d train you to fly the small, commercial drones that would cover critical infrastructure in the designated countries.” When Finn didn’t reply, the embassy official cocked his head to one side and said, “It looks as if you might have more questions.”

  “I do. What’s in the fine print? Am I a civilian drone contractor or a full-fledged member of the Agency?”

  His interviewer gave a short laugh. “We’d consider you a hybrid.”

  “Half civilian... half C.I.A.? Isn’t that like being a little bit pregnant?”

  The attaché looked at him steadily a
cross his desk. “To do this job, you’d have to re-enlist in the Air Force, still at your rank of Major. You’d serve as our representative on the joint task force—a convenient way to keep this from appearing to be an overt C.I.A. operation.”

  “But that’s what it is, right?”

  The man, whose gabardine suit was a tad tight around the shoulders where a leather holster and pistol might be tucked under his armpit, merely smiled. Finn smiled back and said pleasantly, “Lots to consider here.” He rose from his chair, offering to shake the interviewer’s hand. “I’ll give it some serious thought,”

  Truth was, if the business was truly a civilian effort, he might be genuinely interested as a way to use the considerable skills he’d acquired over the years to help stay a step ahead of the bad dudes. But this smacked of his father’s typical manipulations. It obviously greatly galled his parent to have a son interrupt the long line of Deschanels in the highest realms of the military. The General must have thought the non-combat use of drones might entice him back into the service. Finn vowed silently that there was no way he would bow to Andrew Deschanel’s bidding merely to restore the high-ranking military man’s belief in family continuity—which was probably what all this was about.

  Finn headed for the door without making any commitment beyond promising that he’d be back in touch with his answer. When he returned to the MG, he rolled down its ancient top, glad for the sunny skies, even if the temperature couldn’t exactly be called a spring day. His gaze took in the budding cherry trees along the road as he turned over in his mind the information he’d just learned at the embassy. So the powers-that-be wanted to keep an eye in the sky on governmental and civilian facilities throughout Europe. Finn smiled at his windshield. This intelligence had just given him an idea...

  * * *

  “I’ll be gone over the Easter holiday,” Juliet announced in a staff meeting that included her two deputy designers, along with Brad and his administrative assistant. “It’ll be less than a week.”

  “What!” her brother exclaimed. “Why?”