by Susan Wolfe
“Might not be a quick fix.”
“Doesn’t need to be a quick fix. Remember how Grandma Griffin always wished she’d gone to high school? Well, you’re in high school, and you have all the time you need to get it right.”
“Whatever.” Katie-Ann reorganized herself on her chair, and one knee appeared above the table top. “Tell you the truth, everything sucks. Everybody in the whole school has already known each other for two years. And I don’t sound like anybody else. And my clothes are stupid. There’s a girl named Ginger who’s making fun of them.”
“Go ahead, say you’re ugly and I’ll know you’re delusional.”
Katie-Ann didn’t smile.
Georgia rested her fork on the chipped rim of her plate. “Look, I think you ought to join something. You get along fine with people, and I guarantee some of those students think your accent makes you interesting.”
“Lepers are interesting.”
Georgia inhaled sharply. “Okay, slightly soon for whining, Katie-Ann. Can you give me a couple of weeks to lose that vivid memory of sleeping in my small”—she jabbed her fork to punctuate each adjective—“uncomfortable, moderately unsafe, car for six weeks to get this apartment for us? Then you can start whining.”
“You’re right. Sorry.” She picked up her fork and started pushing the spaghetti around, evidently trying not to cry.
Of course, it wasn’t Katie-Ann’s fault Charlie Reebuck was a low-down skunk. “In the meantime, let’s go to Now & Again this weekend. You can get some new stuff that looks the way you want.”
“Thanks,” she said to her plate, “but Now & Again won’t help. I need to look like an Aberzombie.”
“A what?” Then Georgia pushed the heel of her hand against her eyebrow. She would not yell at her sister. She would not. “Fine. We’ll go to Abercrombie.”
Katie-Ann looked up. “We have the money?”
Georgia shrugged. “Emergency money. Evidently this is an emergency. But we’re only getting two outfits, Katie-Ann, so plan carefully.”
“That’s so great. It really is.” She was twirling her spaghetti faster. “And can we talk to Mr. Farber together? Whatever the math fix is, I need to start yesterday.”
CHAPTER 16
Jean-Claude called the board meeting to order the instant Paul Holder’s bald head appeared in the boardroom doorway. Georgia’s head had been bent over her board book for a good fifteen minutes, watching Roy through her dark eyelashes, monitoring the manifestations of his increasing annoyance.
“If you don’t mind, Paul, I think we should immediately begin,” Jean-Claude called cheerfully in his heavy accent, inclining his head slightly in Roy’s direction. Was he warning Paul, or sharing a joke at Roy’s expense? Roy, so clearly the outsider in this room, with his hot-looking black suit and his neck stuffed into his tight collar, appeared oblivious to whatever the chairman was doing. He watched coldly while Paul bumped his computer and gym bags against his stork-like legs and squeezed into his seat.
Five board members were now seated around the glistening, dark table, including Jared Winters, the elegant 70-year-old investment banker who increasingly reminded Georgia of Cary Grant; and Larry Stockton, the software CEO with his determined square jaw and fierce black eyes. The remaining board members had begged off, probably because they expected this Futuresoft review to be nothing more than the customary rubber stamp ceremony. The only other people in the room were Ken and Georgia herself. Where were Andrea and Burt? She sipped her Starbucks coffee to offset the chronic chill of the boardroom.
“Okay,” Jean-Claude began, “the biggest purpose of our meeting today is to discuss the Futuresoft acquisition. But we must begin with two other important subjects. First, even though we know it already, we must acknowledge the SAP nightmare is behind us.”
“We can tell that by our stock price,” Jared Winters called, against a background of heavy claps and cheers.
“That’s true,” Jean-Claude confirmed with a grin. “You remember our stock increased five points the day we announced our new lawsuit, and now since we settled it has gone up another . . . Where is it today, Ken? So that’s another seven. So a total of twelve points, or about $1.2 billion, that we really may say are due entirely to the excellent work of our General Counsel. I would like to speak for the company, and give our very big thanks to Ken for his great work on the shareholders’ behalf.”
“Absolutely,” Larry Stockton said, his square jaw framing a deliberate, aggressive smile.
“Thank you,” Ken nodded, smiling. “Appreciate the appreciation. Of course, you know that a success like this is always a collaborative effort. In this particular case, I would like the board to know where we got the idea for our ITC lawsuit.” Was this about her?
“From you, of course,” Jean-Claude pronounced confidently.
Ken shook his head ruefully. “Wish it had been me.”
“The Banyon firm,” Larry guessed.
Ken pointed to Georgia, who tried not to look like a deer caught in the headlights. “The idea came from our paralegal, Georgia Griffin. She read about an International Trade Commission lawsuit in the Wall Street Journal, and had the extraordinary creativity to suggest that we might bring one to preempt the patent litigation. Maybe the rest of us should have thought of it, but it was Georgia who actually did.” He beamed at her frankly, inviting others to do the same.
She felt her skin heat up as the board members turned to stare at her. A lifetime of not sticking her head above the crowd, and now Ken had hoisted her onto his tall shoulders. Knowing about Katie-Ann, he also knew how desperately she needed layoff insurance. She made herself breathe, and smiled what she hoped was a pleasantly normal smile.
“Thanks, Georgia,” Jared said lightly, with a nod of encouragement and a fleeting smile.
“Well done, Georgia,” Paul agreed, and they all turned back to Ken.
And that was it. Not so dangerous, really. She felt her chest relax, and her deeper breathing resume. And very generous of Ken, really, who could easily have kept all the credit for himself. She stole a glance at him, and he dropped one eyelid in a wink.
“In any event,” Jean-Claude concluded, “we are very happy to have this fine legal team working for us instead of SAP.” After a slight pause he continued, “Okay, second subject, which is not such a happy one. Where are we with the side deal investigation?”
“In other words, Ken,” Jared said, “what have you done for us lately?”
Laughter.
“I’m afraid it’s very much a work in progress,” Ken said. “We’re making headway, but the size of the problem is still changing on a daily basis. Which is somewhat concerning, since the deadline remains the same.” He described the findings to date, which elicited grunts of dismay and surprise around the table. “So far, no change for any quarter is big enough to require public restatement of our 10-Q, but a couple of quarters are getting close.”
“Those are a lot of bad deals, Ken,” Jared noted. “Do these guys not understand the rules, or is somebody encouraging them to violate rules they understand perfectly?”
“Really too soon to answer that. I have my suspicions, but I’d prefer to come back to you when the investigation is farther along.”
“Fair enough,” Jean-Claude said. “But if it becomes clear that we have a management problem, we really must deal with it firmly. With cancer, you must remove the entire tumor.” Murmured agreement.
“Can we anticipate the cost of this massive effort?” Larry asked.
“I’ve told finance to budget $2 million.” Whistles of surprise. “We’ll do it for less if we can. We’re asking our outside lawyers to get this done under extreme time pressure, and it isn’t coming cheap.”
“Okay, Ken,” Jean-Claude said, “just keep the pressure on them to finish, so that we file the Q on time. It’s the most important thing. Any other questions? Now we are ready for the Futuresoft deal. Roy?”
“Thanks, Jean-Claude.” Roy said as he wal
ked to the door and admitted Andrea and Burt. Andrea had honored the occasion by pairing her black turtleneck with slacks instead of her customary jeans. She and the board members exchanged hellos with muted nods and smiles.
Burt didn’t make eye contact with anyone as he took a chair next to Andrea, his round, bland face even whiter than usual. That beige suit with a nondescript brown tie made him entirely too easy to ignore, in Georgia’s opinion. After all, the whole point here was for Burt to get noticed. Was that at least a faint flicker of determination she saw in his eyes?
“Okay,” Roy said, “you know Andrea, and some of you may have met Burt Plowfield, who’s in charge of our Corporate Development team.
“This morning I want to present an opportunity in the financial planning space, which, as you know, is currently dominated by Cordova. I believe the acquisition of Futuresoft Corporation will allow us to leapfrog into first place in as little as twelve months, representing a revenue opportunity of $13 million in the first year. Andrea will tell you about the intellectual property benefits.”
Andrea spoke about the key features of the technology and the opportunities for cross-selling the existing Lumina products. After ten minutes Paul asked, “Andrea, do you see any weaknesses or vulnerabilities in the intellectual property?”
“No worries there,” Roy responded. “The ownership of the intellectual property is very sound.”
“They’ve done a good job with that in many ways,” Andrea agreed, shifting in her seat so that Roy was outside her line of vision. Good, she saw her chance. “There are a couple of areas of vulnerability, though . . .” Roy’s expression remained fixed, but his posture stiffened.
“I don’t agree,” Burt Plowfield interjected firmly. “The intellectual property is in excellent shape.”
Board members, including Roy, gave a startled glance at Burt, and then returned their attention to Andrea. “What are you seeing, Andrea?” Paul asked.
“Well, we know they have open source in their product, which could be a problem for us in terms of any GPL code. As you know, GPL makes all source code of any product completely free to the buyer as a matter of law. Also, if we acquire GPL, it could put us in breach of our warranties to Microsoft.”
Georgia was probably the only one in the room who noticed the rose-colored stain spreading across Burt’s cheeks. Go for it! she thought. Now’s your moment. Put that uppity Andrea Hancock in her place.
“It might or might not be a big problem,” Andrea went on, “but I’d be more comfortable if we could determine the extent of the GPL before signing.”
“You’d be more comfortable,” Burt interjected, “but we wouldn’t get the deal done.” Georgia tucked her chin, and pressed the back of her hand against her rogue smile.
Larry turned to Burt. “Why is that? Why not just run a diagnostic test to see the extent of it?”
“Oh, they won’t allow it,” Burt said. “They say if it’s so important to us, we can do it on our own time after the software changes hands.”
“But that’s quite unreasonable,” Jean-Claude objected. “If they don’t want us to investigate it, they should agree to remove it all as a condition to closing.”
“They won’t do that, either” Burt said. “They say it makes the time of closing too uncertain.”
“I see.” Jean-Claude elevated his wiry, gray eyebrows. “They feel quite powerful about what they will and won’t accept.” He turned back to Andrea. “Is there anything else?”
“There’s also the issue of the Oracle contract . . .”
“The Oracle contract is not an issue,” Burt contradicted.
“Burt,” Roy barked. “You’re not here to . . . !”
“Hold on, Roy,” Jared countered, his palm raised in Roy’s direction and his eyes on Burt. “Burt, did you negotiate this deal?”
“From start to finish,” Burt confirmed, sitting slightly straighter.
“Then I’d like to hear what you have to say. First, though, Andrea, what Oracle issue do you see?”
“Basically, Futuresoft wrote an all-you-can-eat contract with Oracle that includes ‘all follow-on product’ for another ten years. The way the contract’s written, ‘follow-on product’ can mean not only all Futuresoft product, but all Lumina product as well.”
“Okay, Burt,” Jared said reasonably, “sounds like they get free access to all of our product. Tell us why that isn’t a problem.”
Roy opened his mouth, then silently closed it again, his jaw rippling.
“That was never the intent of the parties when the agreement was signed,” Burt responded, “and Oracle has never interpreted it that way. Why would they suddenly interpret it that way now?”
“How about because a dangerous rival just made a strategic acquisition?” Larry responded. “Ken, do you agree with Andrea’s interpretation of the contract?”
“I do. It might or might not have been intended to cover all product of an acquiring company, but it could be interpreted that way now. I’d say it’s a small chance of complete catastrophe.”
“How can you know it wasn’t the intent of the parties?” Jean-Claude asked Burt.
“The bankers were involved in the negotiation, and that’s what they tell me.”
“Well, if the bankers are so confident it isn’t a problem, are they prepared to indemnify us against it?” Larry asked.
“Didn’t ask,” Burt admitted. His face had resumed its normal color and his chin was higher. “They’re pretty fed up with us already, because we delayed the deal with so many other irrelevant issues.”
“What issues were those?” Jared asked pleasantly.
“Gentlemen,” Roy cut in, “this isn’t fair to Burt. I didn’t ask him to present this morning, and it will be less confusing if we ask him to step out.” No! No! He wasn’t finished yet.
“Well, but it’s his deal, evidently,” Jared objected, gesturing toward Burt. “He probably knows it backward and forward without preparing, don’t you, Burt?”
“I know the deal quite well . . . yes,” he hesitated, glancing fearfully at Roy for the first time. So now he suspected he was in trouble. He glanced at Georgia, who delivered a small, reassuring smile and beamed encouragement with her eyes. Take her down, Burt! Take Andrea down! Burt squared his shoulders.
“So tell us about these irrelevant issues we’ve been wasting time on,” Jared invited. All the directors were leaning forward and listening intently to Burt Plowfield. Something he had dreamed of many times, no doubt. It should have been his shining moment.
“We basically insulted them by accusing them of stealing Cordova intellectual property, when they had an innocent explanation for everything. Perfect example of how an overzealous legal department prevents a deal from getting done.”
“Well, thank God it turned out to be innocent,” Jared said. “Ken, I assume you agree with Burt’s conclusion?”
“Unfortunately, I don’t agree at all.”
“You don’t agree?” Jean-Claude said in surprise. “Then we must explore it further. Just to finish with Andrea, though, have we understood all the intellectual property issues?”
Andrea kept her face angled away from Roy. “There’s only one other issue. Their code has to be adapted for integration with larger, more complex systems, and for that we badly need the ongoing effort of the two founders.”
“Well, surely we’ve got that sewn up,” Paul stated with alarm.
“It’s subject to debate. I . . .”
“No it’s not!” Burt hissed. “They are rock solid.”
Roy expelled a furious sigh, and Georgia glanced over to see his face bent toward the clenched knot of his own two fists on the table. He was surely hating himself about now for letting Burt into the meeting.
Andrea continued. “We certainly hope they’re going to stay, but with each of them getting $15 million when the deal closes, I perceive some vulnerability.”
“I’d say that’s a lot of vulnerability,” Larry said. “Do we have rete
ntion agreements?”
“We don’t need them,” Burt stated.
“Tell us why we don’t need them, Burt,” Larry invited. “You agree the founders are vital?”
Burt seemed oblivious to the purring menace in Larry’s voice. “Yes, but they’ve given me their personal assurances that they are very enthusiastic about staying on to help the merger succeed.”
Paul’s eyebrows shot up toward the ceiling. “You kidding? Everybody’s enthusiastic, until they see how hard the integration’s gonna be. Have they committed to a specific period of time in writing?”
“No.”
“Have they agreed to put part of their money into escrow, and then earn it out over a period of time as milestones are met?”
“No.”
While Burt was talking, Larry had begun watching Roy, a faint, acid smile curling the corners of his lips.
“Why not?” Paul persisted.
“Oh, they didn’t want an escrow. They wanted their money free and clear.” Jared and another board member snorted.
“I’m sure that’s what they wanted, Burt,” Larry said, his eyes still on Roy, his predatory smile stretching until his eyeteeth gleamed. “But why would we agree to it?”
“We had no choice,” Burt responded hesitantly. “They had another suitor ready to pay all cash.”
“And you know that because . . . ?”
“Oh, the bankers told me so,” he almost whispered.
“The bankers are playing rope-a-dope with you, son,” Jared said kindly. Fifty-year-old Burt Plowfield was a ‘son.’ Ken winced.
Jean-Claude turned to Roy. “I’m very sorry, Roy. Even with the substantial deference due to you as the CEO, we cannot accept this deal under the present terms.” Paul had buried his face in his hands, and the overhead lights glinted on his shiny head.
“Perfectly understood, gentlemen,” Roy said grimly. “I apologize for bringing it to you in the present condition.”
Georgia could feel Burt’s confounded gaze resting on her. She glanced up from her notes and gave a small, innocent shrug.
Larry asked, “Would it be helpful to the executive team, Roy, if we outline what we think would be acceptable?”