The Capitol Game

by Brian Haig

  “Sure do,” Agnes replied, not backing down an inch. “You’re the fella who’s gonna be outta here in two seconds, or I’ll call security.”

  Jack eased himself around Walters. “Excuse me,” he said, using a hip to edge Walters aside, and putting on his best smile. “Please, if you can just tell him we’re here. Let him decide, please. If he says no, we’ll leave quietly.”

  Agnes’s eyes moved back and forth between this nice-looking young man with such pleasant, respectful manners and the big, blustery windbag who was glaring back with a threatening sneer. “All right,” she said to the young man, firing another withering look at the bully before she got up and disappeared into her boss’s office.

  She popped out a moment later, pink-faced, and ushered them in. Perry Arvan and Mat Belton were seated in chairs in the corner of the office, surrounded by stacks of spreadsheets. Between the mountainous piles of paper and their drawn expressions, they had been there all day, going over the dismal numbers and hoping for a miracle. Perfect, just perfect, Walters thought.

  Jack stiffly performed the introductions, then moved against a wall and remained quiet. “What’s this about?” Perry asked, dropping a sheaf of papers and edging forward in his chair.

  Walters pointed at Mat Belton. “I suggest you ask him to leave.”

  “Why?”

  “We’re going to have what you might call a sensitive conversation. It would be best for all concerned to keep it confidential.”

  “I trust Mat.”

  From the wall, Jack said, “Mr. Arvan, you might want to do as he says.”

  Perry and Mat exchanged looks. “All right,” Mat said to nobody, then after a moment’s hesitation, to Perry, “I’ll be outside the door if you need me.”

  The moment he left, Perry asked Walters, “Who are you?”

  “The CEO of the Capitol Group. I’m sure you’ve heard of us.”

  “Nope, sure haven’t.”

  “We’re partnering with Jack here to buy your company.”

  “What’s that mean?”

  “He brought the idea to us and we decided to back him. Provide financing. Help market the products, that sort of thing.”

  “I see.”

  “So what do you say?”

  “About what, Mr. Walters?”

  “The sale. You going to pull the trigger or not?”

  “Pull the trigger?” Perry reclined into his seat and his fingers formed a steeple in front of his mouth. “That how you boys speak of it? You make it sound so easy, so simple. A mild squeeze and it’s over.”

  “Answer the question.”

  “All right. Haven’t made up my mind.”

  Walters sauntered over to the desk and put down his briefcase. With a theatrical gesture, he flipped it open and withdrew a small tape player, preloaded and ready to roll. Perry quietly removed his glasses as Walters punched play. The sound of Perry’s voice speaking with Mat Belton came through loud and clear.

  “Listen,” Perry was saying in a tone garbled with excitement or perhaps relief, “I’ve got a great idea for saving the company…” and so on, as he ordered Mat to prepare a list of every wealthy investor in the company and out, rich men they would begin speed-dialing in the morning. Perry sat, wiped the lens of his glasses, and listened. Except for a small flutter around his left eye his face was entirely impassive. The call lasted three minutes and ended with him and Mat debating how far they should go to sweeten the lure—Mat argued low, Perry high—deciding in the end to offer a thousand percent return.

  “How’d you get that?” Perry demanded the moment it ended.

  “Why does it matter?” Walters snarled. He wasn’t about to confess to Perry that his phones were bugged; it was self-evident anyway. If pushed, he would put on a show of innocence and insist that somebody—he didn’t know who—had left the tape on his doorstep. An anonymous donor. Who knew how he or she got it? And who cared? That the alibi was as woefully implausible as it was nebulous and impossible to disprove made it all the better.

  “It matters to me,” Perry insisted with a dark squint.

  “It won’t to the SEC when they listen to it. They’ll only hear you on the tape, plotting with your CFO to break the law.”

  “I have ears. I know what it is.”

  “Oh, good. Saves me the trouble explaining all the trouble you’re in. Do the words ‘criminal conspiracy’ mean anything to you? Old men don’t fare well in prison.”

  Perry looked over at Jack. “You in on this too, son?”

  Jack stared at the floor and refused to answer.

  “So what’s the deal?” Perry asked in a matter-of-fact tone, again confronting Walters.

  “Glad you asked. You agree to sell the company today and this tape will disappear.”

  “And if I don’t?”

  “Bankruptcy. Prison. Disgrace. It won’t be pretty. The FBI and SEC will be crawling all over this place tomorrow. They’ll subpoena your phone records, see who you called, and probably arrest them, too.”

  Perry sank back into his chair and released a heavy sigh. “Don’t leave me much choice, do you?”

  “Let me make this clearer.” Walters fought back a smile and mustered his most threatening snarl. “You have no choice, absolutely none.”

  “Okay.”

  The answer shot out so fast, Walters was obviously a little taken aback. He shifted his feet a moment, peered at Perry in astonishment, then recovered his balance. “Okay?”

  “You got ears, too, Mr. Walters. Assuming we agree on a price, let’s get this over with.”

  Before Walters could answer, Jack pushed off from the wall. “One hundred million dollars,” he announced, loudly and distinctly, like it was a nonnegotiable figure.

  “A hundred million?”

  “Yes, and in return, you’ll sign over all rights, all patents, all intellectual rights. All properties will be ours.”

  Perry popped forward in his chair, wiping his hands through his white hair, apparently stunned. “A hundred million.” He gawked at Jack. “That’s a very generous offer. Why so much?”

  “I think you know the answer.”

  “The polymer.”

  “Yes, that’s the deal. You walk away with a hundred million and we own the polymer.”

  Perry stared at the wall a moment, dumbfounded. It was impossible to tell if he was angry, shocked, merely crushed, or all of the above. This was the first blunt admission of what this was really about. They didn’t care a whit about his company, his employees, the chance to resuscitate the plant and turn around the business that had been in Perry’s bloodstream for the better part of his life.

  No, this was about only one thing: the polymer he had created with his own ingenuity and bare hands.

  “How’d you learn about it?” he asked after a painfully long moment.

  “I’d prefer not to say,” Jack replied, avoiding Perry’s eyes.

  “You mean you won’t say.”

  “All right, that, too.”

  “Well, if that’s what you boys want, I think I’ll ask for more. It’s worth a fortune, probably billions. You fellas obviously think so. I’m not giving it away for a song.”

  Walters shifted his large bulk and said, “Maybe you missed something here, Arvan. The price is set. This isn’t a used car lot. No haggling, no give. Wiley gave you our final offer.”

  “That sounds like a threat.”

  “Nice to see you’re paying attention. I can use that tape and pick up the pieces afterward.”

  Trying to sound reasonable and restore a little amity to the conversation, Jack said, “Without the polymer you wouldn’t get one million for this company. You couldn’t give it away. You’re a hundred and fifty million in debt, and your business is collapsing around you. Take our price. Get out now while you still can.”

  The bluff crumbled in Perry’s lap. “Guess you’re right,” he said, as if he had ever contemplated otherwise.

  “Then you agree to the sale?” Walters asked.<
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  “You fellas are holding me up, but you’ve got a deal. Uh… you know, long as you’re assuming the debt, too.”

  “That’s part of the package,” Jack assured him quickly, speaking for both of them. Now that they had him on the ropes, it was important to meet his demands; don’t give him a chance to rethink it or back out. Jack told him, “I’ve already negotiated this with the banks. They’re prepared to sign a new covenant tomorrow.”

  “And my employees?”

  “Same as before. Three months’ severance to any employee who wants to leave. But there is, well, one last condition.”

  “What’s that?”

  “We’d like to present this to your shareholders and employees as a friendly takeover. We don’t want any complications, strife, or bad feelings. Between your shares and three other large stockholders—Parker, Longly, and Malcome—there’s enough votes to lock this in. This is important, Perry. We expect you to round up their support. Tonight.”

  “Then you better offer the shareholders a decent price.”

  “Seventy cents a share. That’s more than fair. About twenty percent above today’s market price. There’s thirty million shares outstanding. You own eight million, right?”

  “Sounds about right. Mat knows a bit more about it than I do.”

  Mat was called back into the room, and while he and Jack fought and haggled over the details, Mitch Walters leaned against Perry’s desk and dreamed about the polymer and its miraculous ability to print money. It was a remarkable coup, one Walters was quite proud of. The Capitol Group would pay Arvan $100 million in cash, hand over another $15 million to the shareholders—for less than $150 million in cash, a pittance, CG would own the most extraordinary military technological breakthrough of the decade. Sure, there was another $150 million in debt, and of course, the $20 million bonus promised to Jack to be factored into the equation: still, the grand total for a corporation with the size, resources, and wealth of the Capitol Group barely came to a rounding error on the annual statement.

  It would not be CG’s money, anyway. Not a penny of CG’s capital would be at risk. Within a day he would dispatch a delegation to Russia or the Middle East and see who wanted a piece of the action. Both places were flush with billionaires hunting for profitable investments. The money would come quickly and easily, Walters was sure. Russia’s growing class of fabulously wealthy were particularly anxious to park their cash overseas. And the Saudis and Kuwaitis, given the spike in oil prices, were again flush with petrodollars, a flood of cash, a venture capitalist’s dream.

  Two hundred million would be more than enough, but why not go for three? For that matter, why not five hundred?

  What a day, what an accomplishment. He planned to get the boys in CG’s publicity department to kick it into overdrive: they could work all night for all he cared. Walters wouldn’t settle for less than the covers of BusinessWeek and Investor’s Business Daily. That night he would make the rounds of a few business cable shows that would allow him to boast and brag to his heart’s content.

  A large front-page spread in the Wall Street Journal was something he had always dreamed of, something that now looked like a distinct possibility. He wondered if he could get a copy of the Journal’s portrait of him as a trophy to hang on his wall. He would put it right behind his desk, just above his head, so it would be impossible to miss. What a statement that would make.

  He would use the trip back to D.C. to rehearse and refine his performance. He would be tired by then, but was sure he could muster enough energy and enthusiasm for this one bold stroke, a fast-paced dash through the cable business shows.

  Not overly boastful but not humble either, he told himself. Strike just the right note: tout the product and himself but don’t beat it to death. Don’t grandstand but also don’t leave any doubt whose vision and deft hand closed the deal.

  It was a chance, the first of his three years as CEO, and he intended to use it for all it was worth.

  He was tired of all the former government bigwigs around him. That oversize board filled with grandstanding political has-beens, the sinecures to former admirals and generals, and too many deputy or assistant secretaries of this or that to count. He was tired of the whole stable of Uncle Sam’s former flunkies feeding at his trough. He privately loathed them. He detested their self-importance, their inflated titles, was bored with their exaggerated war stories, nearly wretched at their endless boasting about all the people they knew, the strings they could pull, and the doors they could open.

  He sucked up to them, but privately seethed.

  Mitch Walters was a businessman, plain and simple. A distinguished graduate of Wharton brought in to manage the exploding complexities of a corporation that had outgrown the mental nimbleness of a bunch of ex-government hacks.

  During his years as CEO, he had been bullied and sneered at, treated as little more than a hired flunky, a bookkeeper to the famous clowns above him.

  A bunch of condescending, windbag know-it-alls, all of them.

  That was about to change.

  In a year, as the miracle polymer became the talk of the industry, as more profits poured in than they could possibly count, he would squeeze the board for a fat bonus. It would be a memorable bonus, a record payoff. He had brought home the bacon and would insist on being amply rewarded.

  The start point would be seventy million—why not?—but he would settle for a mere fifty, he promised himself.

  Why be greedy?

  12

  At nine the next morning, the assault began—an army of nosy, cold-eyed accountants, mouthy consultants, and human resources assassins descended on Arvan Chemicals. They scrambled out of four large buses and poured resolutely and quickly through the front door of the plant. All were hired locusts from an arsenal of northeastern consulting firms who would give the company a long-overdue scrubbing. In their gray and blue business suits, and by their calm but chilly demeanors, they were easy to distinguish from the workers wearing stained overalls and strained, anxious expressions.

  The assault was well planned, a maneuver rehearsed and perfected countless times as the Capitol Group took over and “turned around” other companies. The consultants were all seasoned veterans. Once they hit the front door they spread out and crashed into every nook and cranny of the business, from the mixing vats to accounting, to the employee records room, to the musty shipping room, to the dreary mail room in the back.

  They asked thousands of questions, scribbled notes on the clipboards, then barked more questions. They spoke one language, the workers another: the consultants peppered the workers with phrases like, What are you doing to create multiphase strategic alliances?… How are you enabling expanded, collaborative commerce?… Name the steps you are taking to create seamless, integrated, and streamlined business manners. In response, they got a chorus of shrugged shoulders, bit lips, nervous chuckles, and befuddled expressions. Work at the plant ground to a standstill.

  By 9:15, the five chemists who had worked on the polymer were located and herded into the small conference room upstairs. They mustered around the long table, were sternly ordered to sit, and step two commenced.

  A glowering executive from the Capitol Group stood at the head of the table and threatened to fire them on the spot unless they immediately signed thick nondisclosure agreements protecting CG’s intellectual property rights. The six men looked horrified. They exchanged back-and-forth looks of confusion; Arvan Chemicals had always operated on integrity. Perry had never thought to force or even mildly encourage them to sign a vow of silence. Trust had always been good enough.

  The executive, a lawyer naturally, went on a bit about what their new employer would do to anybody who refused to sign—firing would be immediate, and loaded in his briefcase was an expandable folder filled with devastating lawsuits and injunctions he would file that very day. Fill in a name and fire away. As only a lawyer can do, he threatened, cajoled, and bullied until the last terrified man scrawled his signature.


  By ten, all documents pertaining to the polymer were collected in a large safe and a guard was posted.

  Also by ten, Perry had signed the contract, a forty-page document loaded with legalese, clauses and subclauses, conditions piled on top of conditions. In return for his hundred million, among many other things, he agreed to relinquish all proprietary ownership rights, to abide by a strict vow of silence, and to never set foot in the factory he had built and nurtured and groomed for over forty years. He vainly tried to insert a few clauses, mainly protections for his workforce, but CG’s negotiators crossed their arms, scowled, and stonewalled.

  Perry had already consigned himself to surrender anyway. The negotiators had been through this a hundred times, the last-minute guilt of the conquered. But why, on the cusp of victory, allow him to burden them with troublesome conditions? Just sign the agreement, they flatly insisted, just get this over with, and eventually Perry caved completely.

  At eleven, four burly guards with Capitol Group patches on their thick arms helped Perry out of his chair and escorted him downstairs, then across the factory floor and out the broad double doors, straight to his car. A large group of horrified workers tried to approach him, but the guards pushed and barreled through like an NFL offensive line. The uniformed quartet stood with grim smiles and watched him climb in and start the engine. He gave one long pathetic look at the plant, one look at what had been his life’s work, then slowly he eased out of the parking lot.

  They watched until Perry’s car disappeared into the streets of Trenton.

  Reinforcements arrived promptly at noon. Another bus pulled up and disgorged a squad of CG chemists and metallurgists, technical experts brought in to assess Arvan’s breakthrough and decide on the fastest, most efficient way to kick it into production. They crowded into the small conference room and began studying the blueprints for the precious polymer. They had been given three principal questions to answer: How much of the polymer should be manufactured here? How much could be shifted to other plants, in other states, in order to build broader political support? How fast could it be jammed into mass production?