“I, too, am available. And since I oversee the sales and publications of Darcy & Winthrop Publishing, I can help you in that aspect,” Benson said.
“Thank you both. I will need all the help I can get.” Fitzwilliam embraced his two cousins warmly before turning to his uncle. “Harvey, I’ll need you and Thomas to interact with some of the board members on my behalf since you know them much better than I do. I’ll call everyone in a day or two for the first meeting.”
“We’ll be waiting,” Harvey said.
~*~
At their initial meeting following the reading of the will, the Darcy brothers and Georgiana began formulating a plan to counteract those intent on taking control of the company away from the founding family. Sitting around the large conference table in the executive boardroom were Richard Winthrop, Harvey Darcy, William Darcy, Benson Darcy, Gordon Blakely, Thomas Metcalf, and several other loyal supporters. Fitzwilliam addressed the group.
“I’ve called this meeting to assess the damage Pemberley has suffered and to explore our options for recovery. Thomas, can you give us the latest information?”
Thomas Metcalf passed a copy of his preliminary report to each member while addressing those assembled. “This is how things stand as we meet. Fitzwilliam, David, because of the way you have led your personal lives, many of the directors on Pemberley’s board do not have sufficient confidence that the two of you can take the company forward. According to some of them, you have not shown a serious interest in running this company. In essence, they don’t believe that either of you has the same drive and strong determination of your late father. Neither of you has established a successful track record. In fact, it’s quite the opposite!” Thomas glanced in David’s direction. “David, your public image is that of a spoilt playboy with a dubious lifestyle that suggests you have neither the ability for financial success nor the mental maturity needed to hold a position on the board of directors. A man who is self-indulgent is rarely perceived as being dedicated to business.”
Thomas then turned to Fitzwilliam. “And Fitzwilliam, the fact that you didn’t remain in England in the decision making and corporate training loop seems to indicate that you have no real desire to run the business. It’s not so much your marriage that has alarmed the board, but rather the fact that you were willing to give up your birthright and position within the company so easily—as if it were nothing. Had you met your wife here in Britain, dated her and married her whilst still working within the company, probably no one on the board, other than George, would have cared.”
Thomas cleared his throat. “The concern of the board boils down to two things: profits and whether or not the two of you can deliver them. The board believes that neither of you have sufficient knowledge of the intricate workings of this company to deliver satisfactory profitability.” Metcalf laid down the sheet of paper he held in his hand. “Therefore, your uncle, Harry Dashwood, perceiving a leadership vacuum, has made a move to launch a proxy battle. He, Jonathan Stanley, and Jason Wesley are focusing on directorial and management positions with the intent of reorganizing them. And surely, you must be aware of the possible repercussions of that!”
Shuffling his papers, Thomas continued. “They have already asked the Pemberley Group solicitors for a list of all the shareholders, which I am bound by the by-laws to provide. They will have to persuade the existing shareholders to vote out the current company management, thus making it easier for them to take control. They will appeal directly to the shareholders to vote in favor of Dashwood’s hand-picked candidates. The shareholders will receive copies of Pemberley’s financial reports as well as directors’ and auditors’ reports for the past fiscal year. This information, coupled with the preceding years’ reports, will be used to sway their vote. Should you be replaced, you will be given a two years’ salary severance pay in accordance with the company’s by-laws.”
Metcalf hesitated a moment to let them consider what had been said. “There is one other thing. When they started, they did not anticipate George’s death. Now, with George gone, they believe their success is all but certain. Perhaps George’s insistence that he handle this alone, without informing you or David, is what brought about his heart attack. I do not know. The bottom line is this. Pemberley has lost ground over the last few years. Profits are at their lowest in five years, at 2.5 percent. That’s a decline of 63.5 percent. The only bright side is your division, David. Darcy Enterprises earned an anemic 4.5 percent, which is better than the corporate average.”
Fitzwilliam slouched in his chair. His gut twisted—pained that his father would attempt to fight his uncle alone without seeking his help. Remorse crept in, but only briefly. This was not the time to grieve.
“Thomas, that’s the situation, which I will admit is serious. Now what are we going to do about it?”
Picking up his report, Metcalf said, “Well, if you’ll examine the handouts I’ve given you, you’ll see that I’ve outlined our strategy point by point. First and foremost, we have to put together a majority coalition of our own. Dashwood is forming his as we speak. He does have the time advantage since he’s been undermining you for months and has begun to buy shares. But all is not lost yet.
“Look at the attached lists. The first is a list of your enemies. You’ll see it has the names of many of your cousins. Look at the friends’ list. They fully support you, so we needn’t worry about that list. The third list contains those who are undecided. They are the most important because they own a block of shares that is sufficient to help decide this battle, albeit by a razor’s edge. Dashwood is working feverishly to obtain their support. You must do the same. I’ve marked five of the names on that list. Make a note of them—Anderson, McPherson, Ashcroft, Bennington, and Marlow—the ‘Gang of Five’, as I call them, or better known as the Pemberley Five. To form a challenging coalition, you need at least three of them to support you. To form a solid majority coalition that will put you within striking distance, you will need all five. These men were not only loyal to your father, they were his friends, and all of them owed George personal favors. If you can convince them that you have what it takes, you’ll be ninety percent there.”
“What about the other ten percent?” David asked, jotting down notes as Thomas spoke.
“Cold hard cash, and lots of it—£17 billion, more or less. Let me explain. Turn to the back page of this report and follow along as I speak. I have it charted out for a clear understanding.”
As those assembled found their place, Metcalf began. “Notice the pie chart. The total amount of Pemberley’s outstanding market shares is 19.4 billion. You and those who solidly support you have forty percent of that number. The five aforementioned shareholders hold roughly nine percent. If you can garner their full support, together you will have use of forty-nine percent, leaving you short two percent, or about 388 million shares. Shares sell in the vicinity of £43 per share, depending on which stock exchange we’re talking about. To buy the needed remaining shares, you need roughly £17 billion, depending on your ability to secure full support from the Gang of Five. More will be required should you only gain their partial support, and that amount will vary depending the amount of support you do gain. But let us not forget the small shareholder. They count, too, and I am convinced that with the right strategy, we can pick up support there as well.
“However, if you do not secure at least three of the Pemberley Five and the needed monies, you’re sunk. So you see, you’ll have to secure loans, and that requires influence. You need Hilda Vanderburgh.”
Fitzwilliam let out a resigned sigh and threw down his pencil. He and Hilda had had a strained relationship at best, but he remembered his father’s words. …Her power and influence carries a great deal of weight. Money is power, and Hilda is money. If she is your enemy, she can break you. If she is your friend, nobody can touch you.
Fitzwilliam blew out a hard breath. “Contact Hilda. Ask her to meet with me as soon as possible,” he said, picking up his pencil to
scribble a note. “Now, what about the other points?”
“The other points are to move decisively to clean up your public images. David, no more photographs of you with porn stars, strippers, or in drunken stupors. Fitzwilliam, give interviews and try to look serious about what you’re doing, but don’t give away too much information. ‘No comment’ is your friend. And keep your personal life low-key. Let them focus on the business aspects of this ordeal. Your wife is still in America. Keep her there. If she comes, she’ll be dragged right into the thick of things. She’s perceived, rightly or wrongly, as having divided you from your father. If she were here, the publicity she would generate would complicate matters. The fact that she was a bone of contention between you and your late father has already caused many in the press to dislike her. They will search for anything they can find, dissecting her, exploiting her and her family, especially considering the quagmire they find themselves embroiled in. She is vulnerable. And what the media cannot find, they will make up. Many people who read trash publications actually believe everything they read. It’s up to you, but I would advise you against bringing her here until this matter has been resolved.”
“Fitzwilliam, Thomas is right. There are a lot of people within the family who already hold your wife in low regard because they think she’s beneath us. She’s upset the equilibrium. The talk would only become worse if she were here,” William advised.
“I see,” he drew in a deep, weary breath, “I want her protected at all costs. I will not have her harmed, especially because of me. What else do you have, Thomas?”
“Last but not least, you need to hit the ground running. You will have to move quickly to announce marketing strategies and new ideas with innovative concepts. You must have a plan to present to the board, but first you need to immerse yourself in the company. That’s where William, Benson, and Richard can help you. They already have a working knowledge of the company, as does David, but you and Georgiana are at a disadvantage. I have a list of documents for the three of you to read. You’ll have to come up to speed very quickly. I’ll arrange a series of meetings with Hilda and your loyal supporters on the board. You will need to chair the upcoming meetings from an informed perspective. You’ll be questioned by the press. Answer all questions truthfully, but remember, don’t give away too much information, and keep your personal life off limits. Is that understood?” Metcalf paused briefly and met Fitzwilliam’s stare. “It will be tough, yes, but is there an alternative?”
“No,” Fitzwilliam tore his gaze away, “there is no alternative.” His determination set, he put down his pencil and looked up, surveying the room. “Gentlemen, failure is not an option. I’ll begin tonight with the Financial and Operating Information documents covering the last five years on Pemberley as the parent company. David, you take these on Darcy Enterprises and the Technology Group,” Fitzwilliam said, handing his brother a stack of documents. “Georgiana, immerse yourself in the publishing and manufacturing businesses.” Handing the third stack to his sister, he turned to his cousin. “William, I want to meet with you in my office at nine o’clock sharp tomorrow morning to go over what I’ve read. Benson, you meet Georgiana at her convenience, and Harvey, I’ll get back to you before the end of the day. I want you to take the British American Petroleum Division. William will help you. The world’s energy supplies are volatile right now. It’s our time to move quickly and grab the market shares. I want a teleconference with the Saudi prince in charge of Brit Am in Saudi Arabia, and I want a detailed report on what we are doing in the North Sea. Also, I want you to explore the potential for growing our activities in the former Soviet Union for future reserves. We already own fifty percent of the Russian oil company. I’d like to control it all, if not outright own it. There is the potential to make billions in the oil industry, and once we secure Pemberley, I want you to replace Dashwood on the board as Executive Director in charge of Brit Am.” Turning to his left, he continued. “Oh, and Richard, you help David with Darcy Enterprises. You’re to become senior vice president of that division once I have secured the corporation.”
“Will do.” Richard smiled. “David, I’ll see you before our next meeting.”
“I’ll be there,” David said, slapping his cousin on the back as the group adjourned.
“I’ll take the challenge, Fitzwilliam, and I’ll have a report on your desk as soon as possible,” Harvey said.
“Fitzwilliam, that’s the kind of talk I want to hear,” Thomas said with a smile. “You have less than five months to succeed. I will explain about the loan your father made to your uncle about a month ago. It is of critical importance. Harvey, you and your boys stay behind, and you, too, David,” Metcalf said as the others left the room.
Once the room was cleared, Thomas proceeded with a detailed account of the loan.
“He was a fool to agree to those conditions,” Harvey said, astounded by his brother-in-law’s arrogance.
“Yes, but when men are consumed with a burning ambition and the quest for power, rarely do they consider the possibility of losing—and he may not. In which case, the point is moot. He’ll be able to repay it with very little discomfort to himself, but should he lose, he will be at your mercy,” Metcalf responded, looking directly at Fitzwilliam, “At your mercy to either extend the loan and let him pay it off gradually, or suffer the consequences of a quick financial death should share prices fall below what he’s paying for them, as I suspect they will.”
“Well, Thomas, time is of the essence,” Harvey said. “We need to get to work. Is there anything else we need to know?”
Shaking his head, Metcalf answered, “No, that is all. I’ll get back to you tomorrow morning.” The Darcy siblings gathered their documents to leave for their respective offices, but before Fitzwilliam and David could exit, Thomas called them aside.
“There is one other delicate matter we need to discuss,” he said, concern written across his features. “I have a message from your uncle.”
Fitzwilliam creased his brow. “What is it, Thomas?”
“Fitzwilliam, this fight is not for the faint of heart.”
“I’m well aware of that…and your point is?”
“Harry has asked me to inform you that if you will surrender the company peacefully and both you and David resign, he will not drag your wife’s name through the mud…or...” Thomas paused and glanced away.
“Or what?”
Looking back, he breathed deeply. “Otherwise he’s prepared to release sensitive information about you…and her.”
“Like what? Thomas, out with it.”
“Like the conversations he and George had…the fact that George kept your marriage a secret and why, and...he has copies of the checks and documents your wife signed, linking you personally to the drug trial in Tennessee. He will release those to the press if you push forward with this.” Metcalf glanced at David. “And David, your indiscretions will be more fully exposed. He has pictures of you with high-class prostitutes and showgirls, and I’m afraid they are quite scandalous. Some of them infer that you are using cocaine. He’s staging a propaganda crusade for the benefit of shifting public opinion with the object of making you both appear weak so you will scuttle and run.”
Fitzwilliam’s features grew dark. He threw down the folder he held in his hand and locked eyes with Metcalf. “His intended climate of intimidation and fear will have no effect on me. I shall not back down, nor will I give in to his campaign of smear tactics. He can do as he pleases with me, slander my name if he dares, but tell him,” Fitzwilliam paused, “tell him that if he harms my wife in any way, I will send him to hell.”
Taken aback, Thomas nodded. “I’ll relay your sentiments.”
Calm and fully composed, Fitzwilliam gathered up his documents and exited the room without so much as a backward glance.
David lingered. “Tell him for me to take his best shot and aim closely because, if he misses, I’ll take mine—and I won’t miss.” A wide smile spread across David’
s countenance as he shook his head and walked through the same door.
~*~
By the afternoon, news of the proxy battle had broken all over Fox and CNN international business news as well as the BBC with The London Financial Times and the Wall Street Journal reporting the news the next day.
“The Darcy brothers are in the fight of their lives over the Pemberley Conglomerate left in shambles by the death of billionaire tycoon, George Darcy. He has left the company vulnerable with his sons fighting to recover it, if they can.”
The international stock markets fluctuated with the news “Pemberley, PLC in the Throes of a Hostile Takeover from Within.”
Everywhere he went Fitzwilliam was confronted with tabloids, newspapers, financial publications, or magazines, all with the glaring captions: American Woman Threatens to Tear Darcy Family Apart. Pemberley, PLC, in Financial Straits…Did George Darcy Hide the American Marriage of his Son, Fitzwilliam, and if so, Why? Will Harry Dashwood Rescue Pemberley. Is Fitzwilliam Darcy involved in Defence of Drug Dealers? Wife Pays Legal Expenses. Who is this Woman? Son Shows Little Concern for Father or Business. What’s the Story on the Financial Situation with Pemberley, PLC?
“This is rubbish. Harry! I will get him!” Fitzwilliam stormed aloud. The one thing I’m grateful for is that this rubbish is not published in the U.S. Elizabeth will never see it.
David’s flagrant lifestyle was also paraded in the tabloids where he was portrayed as the arrogant rich playboy unconcerned about his father or his business obligations. Pictures were circulated of him from as far back as five years, showing a scantily clad woman on each arm, with captions claiming that David was either drunk or high. Several ladies of questionable character had come forth, stating they had snorted cocaine with David and some claimed to have been pregnant with his child. Although Fitzwilliam knew none of it was true, perception was everything, leaving them at the mercy of those presenting the image they wanted to convey.
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