Flawless (A Love, California Series Novel, Book 1)

by Jan Moran

  Fianna frowned as she wielded the long arm of the clothing steamer. “Trouble in paradise?”

  Verena shook her head, wondering how much Derrick had to do with the deal. Was it really all Roper? “It’s complicated, but the deal is done.”

  “I can’t believe how much you went through,” Fianna said, shaking her mane of curly red hair. “It boils my blood to think of what that man did to you.”

  “Business lending is cut-throat right now. You pay to play.” Verena shuddered, wondering how many other small business owners were in positions just like this.

  Fianna nodded toward the door to her shop, smiling. “We were just talking about you,” she said to a woman who had just come through the door.

  Verena watched the two women hug, and then Fianna turned to introduce her. “Verena, this is Elena, the jeweler I was telling you about.”

  “Delighted to meet you,” Verena said. With brown hair coiled in a casual twist to reveal chandelier earrings, Elena looked like an artist. She was clad head-to-toe in black, with a tiny flower tattoo on her neck just behind her ear.

  Fianna said, “I was just telling Verena that she ought to have her ring properly sized.”

  “And I also have a strand of pearls that needs to be repaired.” Verena snapped open her purse and withdrew the pouch she’d been carrying. Mia didn’t wear these pearls often; she preferred her smaller choker pearls.

  Elena ran her fingers reverently over the iridescent pearls. “Incredible quality, simply beautiful, and perfectly matched.”

  “My grandfather gave them to my grandmother years ago. I broke the clasp.” She had lifted them over her head, but the clasp snagged on her hair and snapped as she did.

  “I can repair it.” Elena nodded toward Verena’s engagement ring. “Is this the ring?”

  “Yes, my fiancé bought it at Tiffany’s in Japan.” Verena stretched her hand out.

  “Then you should take it to the store in Beverly Hills.” Elena leaned in, inspecting it. “May I see it?”

  “Sure.” Verena removed the ring and handed it to her.

  Elena held it up and lifted a magnifying loop she wore around her neck to inspect it. “You’re sure he bought it at Tiffany’s?”

  “Yes, last month.” Verena shot a look at Fianna. “He said it’s the latest collection.”

  Elena looked puzzled and lowered her loop.

  “What’s wrong?” Fianna asked.

  “It’s really not my place.” Elena took a step back. An uneasy expression creased her brow.

  “Verena is one of my best friends,” Fianna said. “You can be honest with her.”

  “Tell me what you saw,” Verena said quietly.

  “Your ring is not from Tiffany’s,” Elena said. She looked uncomfortable. “Wherever he bought it—and I’m sure it wasn’t at Tiffany’s—well, they might have misled him. Although he probably knew what he was buying because it’s marked.”

  “What are you talking about?” Fianna demanded.

  “I look at a stone’s characteristics, like how the facets are joined on top of the stone, inclusions, and the appearance of the girdle around the perimeter. But in this case, there’s a marking inside of the ring to confirm it, as there should be. C.Z.” Elena handed the ring back to Verena. “You should know that’s not a diamond.”

  “I didn’t want you to travel with an expensive ring,” Derrick said. “Don’t you think that’s logical?”

  Standing on the sun-drenched sidewalk outside of Fianna’s shop, Verena gripped her mobile phone to her ear. “Logical would have been to let me know.” Verena hurled her words back at him. “We have to discuss such things. Imagine my embarrassment in front of Fianna and Elena.”

  “They don’t matter,” Derrick said, huffing. “They’re not your friends.”

  “Excuse me? Fianna is an old and trusted friend.” He often discounted her friendships, and it annoyed her.

  “She used to work for you,” he said slowly, as if speaking to a child.

  Verena couldn’t believe what she was hearing. “And what difference might that make?”

  “That’s why she’s your friend.” His speech was even more deliberate.

  She listened to him, incredulous at the turn of the conversation. Derrick did this often, swiftly switching the subject to another matter removed from the issue at hand.

  “Getting back to the ring,” Verena said, trying to be patient. “What would you like to do about it? Shall we go shopping together like we’d planned?”

  An interminable pause ensued and Verena stood watching the traffic flow on Robertson Boulevard, waiting for him to respond. Finally he said, “I’m awfully busy right now. Isn’t Mia satisfied now that you have a ring on your finger?”

  There he went again, dodging the question, answering with another question. “Derrick, I have to go,” she said, measuring her words as he had done. “When you make a decision, let me know.”

  “I’m sorry,” Derrick said with a heavy sigh. “I’ll try to make time in my schedule. We’ll replace your ring.”

  She didn’t respond, but clicked off, and as she stared at the blank screen on her mobile phone, she wondered about what she’d just said. As she thought about it, she decided she was the one with the decision to make.

  Jimmy Don was driving her crazy. He was supposed to be her chief operating officer, but he was the one making assignments to her. Every time Verena threw a task back at him, he’d just stare at her with his pasty, pock-marked face and tell her it was Roper’s orders.

  We have to learn to work together. She picked up the phone to place a prearranged call with one of her top buyers.

  While she was on the call, Jimmy Don plopped down unbidden in front of her desk. He smirked at her while she was discussing the next season’s order and promotions. With his surly demeanor fogging up her brain, she had difficulty concentrating.

  “Excuse me, may I call you back? Something has just come up, and I’m afraid I have to tend to an emergency.” Verena hung up the phone. “This had better be life-or-death urgent. That call was money in the door.”

  He tossed a piece of paper in front of her. “I’m reducing payroll. These layoffs are effective immediately. The bookkeeper is preparing their last checks, but Lynette won’t give me the checks until you approve this. So, there it is. Sign it.”

  Verena glared at him. He had no respect for the women who worked in the company. “I assume you’re talking about our controller, Annette. She was correct, but you don’t tell me what to sign.” She scanned the paper. He had scribbled a list of names. “Are you crazy? The first two women are pregnant.”

  “So? When I asked them the exact date they were leaving and returning, and the name and phone to verify their child care, they didn’t give satisfactory answers.”

  “Because they don’t know exactly when they’re going to have the baby. It’s not a bus schedule, it’s childbirth, and it’s unpredictable. And you can’t ask questions about child care.” Verena’s blood pressure soared. “This is California, we have laws. You can’t make inquiries like that, and you can’t lay off pregnant women. The answer is no.”

  “Then how do we do it legally?” Jimmy Don stared at her.

  Verena counted silently to three, and then picked up the phone and punched in Jack Epstein’s number. “Jack, I’m putting you on speaker phone. Jimmy Don is arguing with me about terminating pregnant employees. Why don’t you advise him on employment law so we don’t get slapped with two lawsuits?”

  As Jack lectured him, Jimmy Don’s face began to redden. Half an hour later, Verena thanked Jack and hung up. “Satisfied?”

  “I don’t care. It’s my decision and I’m going to fire them.”

  Verena stood up. “What’s wrong with you? Didn’t you hear a word Jack said?” She’d often wondered if he was inexperienced, or ignorant. Now she didn’t know what to think; his behavior was so disturbing.

  “I heard.”

  “I hope so. That call just cost u
s a few hundred dollars of Jack’s time. But the real issue is why you won’t listen to me. I’ve been down this road before. I’ll have a word with Roper myself. You can go now.” She stood waiting for an answer when, to her astonishment, Jimmy Don’s face turned beet red and tears began to trickle from his eyes. Why, the bully is crying. This was just too much.

  “Don’t call Roper.” He glared at her, wiping his eyes.

  “No? Why shouldn’t I? You barge around making everyone uncomfortable, and bringing me plans that haven’t been properly thought out. You insult our controller. You question my decisions. And about the generic brands you purchased for estheticians to use—every one of those products is going back. This is the Valent Swiss Skincare salon, and we only use Valent products.”

  Jimmy Don sniffed with defiance. “Roper won’t agree. He’d fire me, and send in someone else. Don’t waste your time.”

  Her skin prickled. This was a disaster in the making. She punched a button and Lacey came on. “Lacey, would you get Thomas Roper on the phone for me, please?”

  Verena replaced the receiver and glared at Jimmy Don, checking her anger. “As CEO, it’s my duty to inform our investor of any activity that puts the company at risk.”

  His face contorted, morphing to that of a conniving charlatan. “You do that and I’ll tell him you’re drinking at lunch, coming back drunk and abusing employees. Maybe even high. I thought I smelled pot on you the other day.” He pushed forward in his chair, clearly relishing her reaction.

  Verena was horrified. How dare he? “You can’t do that. That’s blackmail.”

  “Not if I’m truly reporting what I’ve observed. Roper told me to report back on anything that might damage the company; he had a list of ideas.” His lips twisted into a satisfied sneer. “They’re waiting for you to make a mistake.”

  “I’m not going to make a mistake. I don’t fire pregnant women. You need to learn how honest business is conducted.” She paused. “What I don’t understand is, you’re smart. Why are you acting like this?”

  As Jimmy Don blinked and wiped his nose, his haughty attitude cracked. “Look, I’m only warning you. You should be grateful. And if I don’t say something, well, the next guy Roper sends in will. That’s how Roper plays the game. You have to learn it. We all play by his rules.”

  Derrick’s words shot through her mind. Learn the game. Instantly, Verena saw how it would play out. Roper made the rules, and everyone played by them. Even Derrick. Her heart sank. Whatever she still felt in her heart for Derrick seemed to wither into a dry, dusty feeling that choked her. Roper had his greedy claws in everyone. But that was no excuse.

  She strode to the door and flung it open. “Lacey, cancel that call. Jimmy Don is leaving now. And ask Annette to come to my office, please.” She whirled around to Jimmy Don and pointed to the doorway. “No one goes without my approval. Now get out.”

  19

  The phone rang. Verena glanced at it, noticed it was Lacey, and tapped the speaker phone. “Yes?”

  “Scarlett is on line one,” Lacey said. “And have you seen Jimmy Don? I understand there’s a police investigator downstairs who’d like to see him. And you had a call from Lance Martel again.”

  Lance. She wished she could talk to him, but her day had been nonstop busy. Verena tapped a nail on her desk. “Did the investigator say what it was in regard to?”

  “Not a peep, he’s got a mouth like a steel trap.”

  “I can’t think of where Jimmy Don might be, unless he’s off trying to fire someone else.” That’s odd. Verena switched lines to Scarlett. “Hey, girlfriend, what’s going on?”

  “I’ve been trying to reach you, but Lacey said you’ve been doing facials.” Scarlett’s tone was incredulous.

  “I had to lay off an esthetician. We’re booked solid, and these are valued clients who have standing appointments. It’s temporary.”

  Scarlett turned serious. “Your corporate counsel just called me and we had a long talk. Are you alone?”

  “Yes,” Verena began, her curiosity piqued. “What did Jack Epstein want?”

  “Close your door. You’re not going to like this.” Scarlett’s voice was flat.

  “It’s closed.” The tiny hairs of the back of Verena’s neck bristled with apprehension.

  “I received another email this morning from another attorney, Herringbone Capital’s counsel. I just sent it to you. I’ll wait while you open it.”

  Within seconds, the email appeared on the computer screen. Verena clicked it open and began to read. As she did, her first thought was one of disbelief, and then, shock.

  “Are you still there, Verena?”

  “I don’t understand...”

  “Herringbone is trying to take over your company. There’s a new term sheet attached.”

  “They can’t do that!”

  Verena heard Scarlett sigh. “Yes, they can. I warned you about them.”

  “But Derrick said—”

  “It doesn’t matter what Derrick said, what matters is what is written in the agreement you signed. It says here that the Passari extension contract was to have been signed by now.” Passari was one of their top retailers.

  “Jimmy Don is working on it. He says it should be completed next month.” Panic clouded her thoughts as she recalled her conversation with Jimmy Don. We all play by his rules.

  “This means the company has violated a financial covenant.”

  “Because Passari is withholding payment until the new agreement is signed and new invoices are cut. Jimmy Don is working on this, Derrick knows that.”

  “I’m sure he does. Any issue with the Passari agreement getting signed?”

  “No, but because Jimmy Don gave away a critical point related to timing, Passari has no incentive to sign it until next month. I outlined the entire negotiation strategy for him, but he didn’t follow it. He’s an idiot.” But Verena had a sinking feeling. Hadn’t Jimmy Don warned her about Roper?

  “He’s Herringbone’s puppet. You realize he listened to your instructions, and then turned them around on you. They set you up.” Scarlett paused. “I’m really sorry, Verena.”

  As this knowledge set in, an intense chill of foreboding spiraled through her. Her teeth began to chatter.

  Scarlett went on. “You have two options. One, they foreclose on the business and you get nothing. Two, the term sheet. Let’s open that now. I’ll go through it with you.”

  Nothing? How could that be? Numbly, Verena opened the attachment and began to read, her eyes glazing over.

  “They’ll release your personal guarantees from all loans to Herringbone Capital—that’s five million bucks you’ll be freed of, Verena.”

  Personal guarantees that Herringbone had insisted upon. Verena continued to scan the document on the screen. Her vision greyed, and light-headedness set in. This can’t be happening, this is insane.

  “Are you still with me?”

  Verena blinked at the screen, trying to maintain her equilibrium. The words were shifting, but their meaning was clear. “I’m reading.”

  “All your personally held formulas, trademarks, and patents, along with those of the company, will be transferred to them. Seems they were pledged for the loans, too.”

  “What? They can’t do that.” Anger gathered in her chest like storm clouds whipped by frenzied winds.

  “They can. The company has no value without your intellectual property. Actually, I don’t think the company has much value without you, which is why I can’t believe they’re doing this. You’re the creative genius, Verena.”

  “Then why is Roper doing this?”

  “Because it’s what he does.” Scarlett said. “That’s why people call it ‘vulture capital.’ They can’t help themselves. It never changes.”

  “But Derrick said—”

  “Sorry to break it to you, but Derrick can’t be trusted either. He’s one of them. Their counsel mentioned that all decisions Herringbone Capital partners make have to be unanimous
. Derrick’s a partner.”

  He was. A minor partner, but a partner nonetheless. Verena closed her eyes, her mind reeling. Derrick had to be in on this, too, no matter how many times he’d assured her that he was doing his best to help her. Probably had been from the beginning. Memories of promises and snippets of conversations roared through her mind. Now the pieces fit together like a puzzle. Derrick is a lying bastard. Blood rushed through her head, the veins in her neck throbbing.

  “There’s more, Verena. In exchange for the release of the personal guarantees, your stock will be reduced from eighty percent to thirty percent, and that will all be common stock. Phantom stock, really, since they have preferred stock, which is first in line on a sale. They have participation rights on the preferred stock, which was capped at a 5x multiple of their liquidation preference amount—far too much, if you ask me. Then there are their accumulated dividends. There’s even more, but you get the picture.”

  Verena’s head hurt like hell. She hadn’t had much leverage in the negotiation process, and she had even less now. “Bottom line?”

  “They’re taking over the company and they get priority on all monies. Don’t count on ever seeing anything. You might, of course, but it’s highly doubtful. When they sell the company, they won’t be concerned about common stockholders.”

  When they sell the company.… Roper snapped his bony fingers and her family’s livelihood shattered. Gone in an instant. Lifetimes of work by her mother, her father, and her grandmother—all their labors had vanished. And for what? Greed. Thomas Roper and Herringbone Capital didn’t have enough money?

  “Finally, you’re an at-will employee in the State of California, and they are terminating your employment.” Scarlett paused. “But you wouldn’t want to work for Jimmy Don anyway. Jack told me that he’s being promoted to CEO.”

  That insipid little jerk couldn’t wait to push me out of the way, Verena thought, fury coursing through her. So this is it, this is how it’s done. How owners lose their companies. Now she understood.