“You’ve told me that much. How did he find out?”
“Does it matter?” Gregory snaps.
I’m taken aback by his reaction but I don’t let it show. I’ll let that one go on grounds of stress. “I guess not but I’d like to know if the situation is about to become common knowledge.”
“Sydney told him,” Lawrence offers.
“She what? Why?”
Gregory glares at Lawrence. “It won’t happen again.”
“That’s all well and good, Gregory, but now someone who clearly has it in for you knows something that, for very good reasons, you were trying to keep secret.”
Gregory thumps a hand on the arm of the sofa. “Damn it, Scarlett! Just tell me how to deal with the directorship.” He leans forward, resting his elbows on his knees, his usual confidence and poise broken. I’ve done this to him. “I’m sorry,” he mutters.
“Gregory, I know you don’t want to hear it but there’s an easy way out of this.” He eyes me nervously. “Tell them the truth.”
His hands are back in his hair. “Scarlett, we’ve been through this. We can’t.”
“That’s not what I mean.”
He casts cautious eyes to the confused faces of Williams and Lawrence then turns to me. “Then what do you mean?”
“Tell them why. If you told them about your father, who he is, what he did, anyone with a heart would have sympathy.”
Gregory stands so abruptly it makes me jerk backwards. “Sympathy. Do you think I want their fucking sympathy, Scarlett? For fuck’s sake!” His words are a roar that shock me into silence. He charges to the window and stands with his back to me, his arms folded.
I don’t know where he’s gone but Gregory isn’t present in the room. I wish I could read his mind but the reality is, I probably wouldn’t like what I’d see. It was a stupid suggestion. He won’t open up to anyone so he’s not about to open up to three men he hates. I want to go to him. I want to take him in my arms and tell him I’m sorry for being so ridiculous but this is the Gregory I see during the night, the Gregory who wants to be alone in his own world.
I need to be objective about this. I need to put him firmly back in the client box and be his lawyer. “What’ve they said so far? Have they tried to call a directors’ meeting?”
“They sent this letter by email this morning,” Williams says, sliding a document across the coffee table towards me.
“It’s a notice to remove a director under Section 168 of the Companies Act,” I say, speaking my thoughts aloud. “That’s a good thing in terms of them knowing that they don’t have a right to remove Gregory under the Articles of Association of the company. It does mean they think they have sufficient shares in the company with voting rights to remove Gregory by a simple majority.”
“In fucking English, Scarlett!” Gregory yells, thrashing his arm at his desk, sending a water glass smashing into the wall.
Lawrence jumps to his feet. “You do not speak to a lady like that, Gregory! I’m as sure as death and taxes are certain that I brought you up better than that.”
Gregory swings his head from staring at the pile of broken glass and glares at Lawrence, neither one of them relenting.
“It’s fine, Lawrence, really.” I did this to him. He’s wound so tight because of me. “I’m sorry, I was thinking out loud. So here’s the intelligible version.”
Gregory resumes a position on the sofa sitting next to me. “He’s right, I’m sorry.”
I throw him a cursory glance but now isn’t the time for me to look into the distracting eyes of my man of multiple personalities.
“Forget it. So, I read the company’s Articles on the way over here. The Articles govern how directors are appointed and removed from the company. There isn’t an express right in the Articles for Nick and the others to remove you, although there would be if...if you’re charged.”
Gregory’s shoulders tense slightly, then he nods once, his lips set in a straight line.
“Does that mean they can’t remove him?” The question comes from an anxious looking Williams.
“Well, it means they can’t remove him in their capacity as directors but they’re either ignorant to the possibility or they’ve looked at the Articles too.”
“The former,” Gregory grunts.
“That gets us to Section 168 of the Companies Act. The legislation gives shareholders the right to remove a director. There are rules around how to exercise the right, which Nick clearly hasn’t followed looking at this letter. He hasn’t given sufficient notice first off so he couldn’t hold the meeting today to remove you. Are you with me?”
Gregory nods again, stroking his chin between his index finger and thumb.
“Right, so based on technicalities we can at least delay things from today.”
Gregory leans back on the sofa, unbuttoning his suit jacket and resting one ankle across the knee of his other leg. “A delay isn’t good enough.”
“I know. What I need to know is how many shares they have in the company, their percentage holding. They need a simple majority vote to remove you under Section 168.”
“A simple majority being more than fifty percent?” Lawrence asks.
“Yes. Exactly.”
“Bloody hell!” Williams snaps, taking his turn to rise from his seat. “They have eighteen percent each.”
“Fifty four percent as a group?” I ask for confirmation. How could Gregory have let that happen?
Gregory nods but his face is expressionless, controlled. “Does that mean I’m screwed?”
“It means—” On top of everything else, now I have to tell him he’s going to lose... Someone switches on the proverbial light bulb in my recently overactive mind. “Wait!” I rummage through my papers and pull out the company’s Articles. Please, please, please.
My eyes catch the clause I hoped I hadn’t imagined. Thank you, God! I slouch back, sinking into the sofa, and exhale the pressure that’s been building in my throat.
“What?” Gregory’s tone is clipped but he’s restraining his temper.
I sigh with overwhelming relief. “You have a Bushell and Faith clause in the Articles.”
“A what?” he asks, irritation lining his voice.
“A Bushell and Faith clause. You’ve got enhanced voting rights on the matter of your removal.”
“English, Scarlett.”
“Sorry. Your shares count for three votes each when there’s a vote to remove you as a director. How many shares do you have?”
He leans forward, his hands interlocked, his elbows resting on his knees. “Twenty five percent.”
I feel myself grin. “Your shares count as seventy five votes. They can’t remove you.”
“Are you sure?” Williams asks.
“Yes. I’m sure.” I turn to Gregory who’s resting his forehead in his hands, and slide Nick’s letter across the coffee table making sure it moves into his field of vision. “Tell him to go fuck himself.”
Gregory’s head darts up as shocked as I am at my crass, smug potty mouth. Then he turns on that half smile of his and I’m putty. “I’ll do just that. You should watch your language, lady.”
“So Sandy tells me,” I say with a giggle. “You don’t have to attend the meeting today either.”
“Oh no, believe me, I’ll be at that goddamn meeting and Nick Henshaw will be told exactly how to fuck himself.” There’s nothing funny about the blackness of Gregory’s irises now. “What time is it?”
Lawrence checks his shiny gold Rolex. “Half past eleven.”
“Right. Scarlett, can you throw together a letter of resignation before twelve?”
My furrowing brow must tell him what I’m thinking.
“Not for me,” he confirms, rising from the sofa and fastening one button of his s
uit jacket then arranging his cuffs so that his pale blue shirt hangs ever so slightly longer than his slick, charcoal jacket. “Nick Henshaw will be resigning as a director at noon.” He leaves his words hanging as he makes for a dramatic exit from his office.
“Gregory, wait.” He turns to face me just before he reaches the door. “Are you sure that’s wise? Whilst Nick is a director and shareholder of the company he won’t do anything to damage his own investment. If you force him to go, he could expose you. If he does that, it’s not just the reputation of this company that would suffer.”
Gregory swallows. There’s a shred of doubt in his mind. “Trust me, he won’t be doing that.”
He opens the door and leaves the room, then just as quickly reopens the door. “Scarlett, in case I forget to tell you later, you are one amazing woman.”
Despite the raging fire burning in my cheeks, my heart bursts. God, I love that man.
* * *
“Here you go.” I hand the letter of resignation to Gregory. “Just needs a signature.” He folds the letter by three and tucks into his inside pocket.
We take the lift as a foursome down to the twenty-seventh floor and make our way to the boardroom. The three men already sitting at the far end of the oversized mahogany table stand as we enter. Gregory doesn’t offer his usual introduction, nor does he exchange pleasantries but he inclines his head, gesturing for me to take a seat to his left at the head of the table.
I dislike the three directors already. Scouring their faces, I attempt to determine who’s who. One of the men does actually look French in a way I can’t quite pinpoint. He has a slight frame and golden skin; he’s not at all bad looking. His hair is swept back, black with just the smallest sign of introductory greys, his thick black eyebrows as yet untarnished.
“Are you going to enlighten us?” One man leans forward on the oval table and stares at Gregory whilst flicking his head in my direction. This must be Nick, the ring leader. Mid-forties and broad, he clearly looks after himself. He’s not good looking but he is striking. A woman would be forgiven for taking a second glance. His tousled dirty-blond hair suits his tan which is, at best, uncommon for November in England. His blue-grey eyes are dishonest and cold but strangely handsome at the same time.
“This is Scarlett Heath, my legal advisor.” Gregory checks his watch as he speaks, a small demonstration of how highly inconvenient this little gathering of Nick’s is. “You summoned us, Nick, let’s move this along.”
Nick scoffs, raising his supercilious head to the ceiling. I flick a cautious eye sideways to Gregory and find him focussing, straight faced, on the prat at the opposite end of the table. There’s no love lost between these men, that much is clear.
“We’re here to tell you that your time as our liege has come to the cliff’s edge...and I’m about to kick you off.”
“Spare us the melodramatics, Nick,” Williams snarls.
“We’ve learned about your little adventure on Saturday night, Gregory, and we’re here to remove you as a director of our company before you get banged up and drag our name down with you.”
I flinch at his words. He really is a nasty piece of pie. I’m actually excited to watch this unfold and see his vindictive plan fall to shit around him.
“Hmm, yes, I’ve been informed of your knowledge.” Gregory leans back in his black leather chair, his elbows resting on the arms of his seat. “I’m also aware of how you acquired that knowledge.”
Nick squirms. There’s a reason Sydney told him. Williams and Lawrence also lean back in their directors’ chairs. They know and they also know that Gregory just took the upper hand. But I’m not the only person in the room who’s still in the dark. Jean-Paul raises his thick brows at Nick. Finding no answers, he turns to look at the man I presume is Tim. As Tim’s shoulders rise, his second chin wags a little from side to side.
“How I came to find out is beside the point,” Nick snaps, clearly rattled. “The fact is, you killed a man and you can’t direct a company from a prison cell. So, why don’t we get this over with and vote. All those members in favour of removing Gregory Ryans as a director please raise your hand.”
Nick shoots up his hand as the three men at my end of the table remain stone faced, although there might be the slightest curling at the corner of Gregory’s top lip. Tim and Jean-Paul are uncertain, their hands hovering, lifting and dropping as they look from one another to Gregory. I open my mouth to speak but Gregory drops a hand to my knee. He wants to wait, he wants to know whether Tim and Jean-Paul will turn coat.
“Gentlemen, how do you vote?” Gregory asks, calmly.
The men look to each other one more time and then to a snarling Nick. “I’m sorry, Gregory, but Nick’s right. If you’re convicted the company will suffer.” Jean-Paul doesn’t want to do this but in his shoes, I might feel compelled to do the same thing. Jean-Paul raises his hand, followed by the sheepish climb of Tim’s hand.
Now it’s my turn to watch that smug face twist. “Actually, Nick, forgive me for breaking up your fun but the other directors won’t be voting. Neither in their capacity as directors nor as shareholders. You see, you have no right to remove Gregory from the Board today.”
“Excuse me?” Oh yes, this is fun. He despises me already, as I do him.
“Well, removal of a director under Section 168 of the Companies Act requires a period of notice, which you haven’t given.”
“Ridiculous, we’re all here, there’s a quorate meeting. The vote stands.”
“I’m afraid you’re mistaken. However, let’s suppose for a second that you are correct and the hands around the room reflect the voting position.” Nick’s head follows my gaze as I, rather dramatically, turn to each man at the table and count the number of hands held, finally settling back on Nick. “Three. I’m afraid you don’t have an ordinary resolution.”
Nick finally draws down his hand and laughs, heartily, sardonically. “Well, pretty little legal advisor, you should’ve gotten a better degree. Let me point out the facts for you. The three raised hands represent fifty-four percent of the shares in this company. We just passed an ordinary resolution.”
My body seems to move faster than my mind as I push back my chair and move to the other end of the table where I lean on one hand, my face close to Nick’s. I slap the company’s Articles on the table in front of him. “You might want to read Article 9, pretty little pig.”
I watch as realisation sinks in to his pea-size brain. He raises his head and looks first directly at Gregory, then to me. I can’t help the smug grin that pulls on my face.
“I have a first class honours degree from Cambridge, Mr. Henshaw. I suggest you don’t try to outsmart me.” I hold his stare until he blinks, then tap the Articles of Association with my index finger. “You can keep those.”
Williams is clearly suppressing a laugh as I strut, somewhat unprofessionally, back to my place by Gregory’s side. He squeezes my knee quickly under the table before standing and fastening one button of his jacket.
“Here’s what’s going to happen. Tim, Jean-Paul, I don’t hate you. In fact, I don’t care enough for either of you to like or dislike you. But I do respect the work you do for this company and I know how much you care for it. I also know that you’ve followed like sheep as Nick has tried to take a personal stand against me. So I’ll ask you once and only once and you’ll answer me now. Do you want to side with him and sign your resignations today, or do you want to walk out of this room, keep your positions and swear never to cross me again?”
Tim speaks first. “I’m with you, Gregory, I always have been. I just didn’t know what to do.”
Nick mutters something under his breath but it’s not loud enough to reach our side of the table.
“Me too, Gregory, I’m sorry. Really. Truly. I’m sorry.” Jean-Paul looks on the brink of tears as he speaks but there’s no
empathy from Lawrence or Williams. I’m inwardly delighted by their solidarity.
Gregory doesn’t acknowledge the apologies, he’s too busy burning his black eyes into the blue-greys opposite him. He reaches into his inside pocket and removes the resignation letter. He flattens it on the table. “Pen, Scarlett.”
I hand him my pen, which he fleetingly scrutinises before placing it on top of the letter. Arrogant arse, what’s wrong with my pen? “Nick, this is your letter of resignation and an expression of your request to have the company buy back your shareholding.” He lifts his eyes back to meet Nick’s. “Sign it.”
Nick throws his head back, laughing. “Why the hell would I want to do that?”
I’m holding my breath, waiting for Gregory to pounce. But he doesn’t. Instead, he fiddles with his shirt, bringing it back to its usual position, just breaching the end of his jacket sleeves. “You’ll sign it because you don’t want me to tell your wife that you’ve been fucking Sydney.” His words are calm. That’s what he held back from me.
“Motherfucker!” Nick is yelling but he’s walking to our end of the table.
“No, Nick, your mother is one person I definitely wouldn’t fuck.”
Gregory leaves the room, slamming the door behind him. I wait for Nick to sign the letter, then he storms out too. There’s an awkward air in the room whilst the other four men consider each other in silence.
“I’ll leave you to it,” I say, realising as I carry my documents out of the boardroom that my legs have the strength of sponge.
After bringing myself back to life with splashes of cold water in the ladies’, I make my way to Gregory’s office. His chair is turned to face the bustle of London, marred by low hanging clouds.
“Hi,” I say, making my way to him. He rotates his chair a little to watch me, his hand wrapped around a glass half filled with what looks like scotch. “It’s the middle of the day.”
He holds his glass up, swilling the contents. “Join me?”
“Actually, yes.” I offload my documents to his desk, separating the signed letter of resignation from the pile, as he brings me a crystal glass filled with the orange-brown liquid.
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