Root and Branch

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Root and Branch Page 33

by Preston Fleming


  Kay had listened to Zorn’s disclosures with little emotion, as if she had long expected to hear something like this. She asked few questions, giving her husband all the space he needed to unburden himself. She accepted without complaint his warning that to quit the U.S. market would bring them severe financial hardship, as the company’s heavy investment in U.S. facilities would not be fully recouped. And even if a merger could be arranged, it might bring little profit, as Tetra was the only willing buyer. Even so, Kay Zorn supported her husband’s decision to exit the emergency measures program, whether by terminating the ESM contracts or by merger. All that remained was for Zorn to follow through with Walter Lang upon the latter’s return from Paris at week’s end.

  All day Friday Zorn had worked from his home office, pacing the floor like a caged lion while phoning one potential merger partner after the other without success. He left the house only once, to visit the real estate lawyer who had helped him purchase the vineyard at Lezignan. But instead of discussing the wine trade, as was their custom, Zorn had stayed only long enough to hand the lawyer a sealed envelope with documents for safekeeping.

  Now, on Saturday morning, Zorn felt under more strain than ever and knew it wouldn’t let up until he broke with the emergency measures program, whatever the means.

  His wife seemed to have read his mood and was giving him plenty of space. Kay was also aware of his eagerness to begin the grape harvest, due to begin any day now.

  "Will you be going to the vineyard this morning, Roger?"

  "No, the grapes won’t be ready for another week, and the staff is standing by. Not much to do over there. I told Walter I'd meet him in Toulouse to discuss the merger."

  "And has he made any progress in your absence?"

  "None, it would seem," Zorn replied, rising to fill his plate at the sideboard. "Tetra’s offer has scarcely changed since I left for Africa. Walter agrees it’s unacceptable, but he's unwilling to end the talks and exit the U.S. market."

  Zorn loaded his plate with eggs, fruit and a croissant and returned to his seat.

  "So how will you break the impasse?"

  "I’m not sure. Tetra proposed a face-to-face in D.C., but Lang doesn’t want to go."

  "Will you go in his place, then?"

  "I doubt it would do much good. When I left Washington, the Americans were already unhappy with me for voicing dissenting views. Now that I’ve been to Niger, I expect they’ll trust me even less."

  Kay picked at her fruit and said nothing for a long while.

  "So don't go, then," she told him, fixing him with a stern gaze. "Why not stay in France and find a merger partner here in Europe?"

  "If only things were that simple, Kay. I’ve already run through all the likely buyers. If left to our own devices, the company will soon run out of cash."

  All at once Kay's confidence seemed to melt and a worried look came into her eyes.

  "Are we going to be okay, Roger?"

  "Don’t worry. We’ll find a way. Even if I have to go back to D.C. to wind things up with Tetra. They may not like me, but they’d be crazy to make trouble so long as the merger is still in play.”

  But contrary to the assurances he gave his wife, on the day before he had taken pains to lay on additional security measures at the estate. Now he had two SUVs instead of one to escort him between Carcassonne, Toulouse, and the vineyard at Lezignan. He’d also hired a contractor to convert a windowless interior storeroom in the old house into a safe room by replacing its antique door with a reinforced steel door and an outer concealment door doubling as a bookcase. And he’d ordered a new alarm system with extra security cameras around the estate’s perimeter.

  "Go back there if you must,” Kay replied with a frown. “But whether you merge or not, when you return I want you to give serious thought to stepping down from running Zorn Security. It’s wearing you down, Roger. You’ve become rigid and dark like your father. I want the old Roger back."

  Shortly after breakfast, Zorn took the wheel of his Citroën C6 sedan and pulled out from behind the house onto the gravel driveway, leading his security detail’s Range Rovers past rows of almond and apricot trees that were dropping their fruit. Now their yellowing leaves fluttered in the wind and wafted slowly to earth. Zorn looked up and noticed high-altitude mists coalescing into thin streamers of cloud. Just then a strong gust kicked in from the northwest, where the tramontane wind often arose. Though this was not yet the season for it, Zorn sensed that by nightfall the gusts might turn into a steady howl.

  An hour later, Zorn's Citroën pulled into Zorn Security’s basement garage in Blagnac, near the Toulouse airport. He rode the company's private elevator to the top floor of the avant-garde office building, greeted the pretty young receptionist and walked the length of the corridor to his office. The lights in the lobby were dimmed and he guessed that few employees would be at their desks this Saturday morning.

  Once inside, Zorn closed the office door and docked his laptop to the widescreen monitor on his desk. While he waited for the screen to come to life, he plugged earbuds into his mobile phone and dialed his chief contact at a security contractor cum private investigator in Mumbai, India, where the time was three hours ahead of Toulouse.

  "Vikram here," came the answer, amid a cacophony of background chatter.

  "Hello, Vikram. It's Roger Zorn. Did I get you at a good time?"

  "Of course, Roger. It's wonderful to hear your voice," the investigator replied in a posh British accent. From the background noise, Zorn guessed that Vikram was seated in an extremely busy restaurant.

  "I just wanted to check whether you've managed to track down that Indian woman I asked you about. Any new leads?"

  "None yet,” the Indian replied. “Our Chicago office reports that she left no forwarding address after quitting her job in Minneapolis and leaving the U.S. And her extended family in Kerala claims they haven't seen her or her daughter for a several years. Of course, they could be lying to protect her. So we'll have someone look in on the relatives from time to time. But it’s not surprising that she would go into hiding, given what happened to her husband and son."

  "If she has, I'm betting that her relatives in India are helping her out one way or another. So far as I know, she and her daughter have no one else to turn to. Let me know if anything turns up, okay?"

  "Rely on it," Vikram replied before ending the call.

  The next thing Zorn did was to log into the sterile email account that he and Margaret Slattery shared for exchanging clandestine messages. Last night, he had sent her word that he had gathered new evidence of detainee abuses in Africa and asked her whether she still intended to take it to the Justice Department or whether, as an alternative, she might take it up the chain of command in the White House to curb the abuses without causing an upheaval.

  Slattery’s response read: "DOJ is dragging its feet on abuses. Re your alternative, I have someone in mind in the West Wing. But he will need to meet with you before running with the ball. How soon can you come over?"

  Zorn opened a fresh message and began to type. But a moment later he stopped and deleted what he had written. It was still too early in Washington for her to open his response. Better to wait until he had spoken with Lang. He logged out of the email account and closed the laptop.

  His next step was to remove a spare cell phone from his computer bag and switch it on. Once it fired up, he checked for texts and found one that had arrived overnight.

  It was from Jack Nagy: "Please advise latest on missing family member. Time is of the essence."

  Zorn tapped out his reply: "Still no news since my last message. But I may be at your location soon and hope to have more. Will advise."

  He pressed the send button and switched off the phone.

  For a long moment, Zorn sat quietly at his desk, pondering his next move. Then he left the office, walked across the hall, and knocked on Walter Lang’s half-open door.

  "Come in," the chairman responded in a raspy voice.
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  Zorn entered and found Lang seated in his favorite leather armchair, with his back to a bank of windows overlooking the Toulouse airport. The older man rose to greet Zorn and gestured for him to sit in the matching armchair on the other side of a low-slung chrome-and-glass table. As it was the weekend, Lang wore espadrilles, white linen trousers, and a blue Breton-striped shirt rather than one of his usual summer-weight raw silk suits.

  Zorn glanced around at Lang's office, decorated in faithful adherence to a 1920s French Art Deco style. Zorn had often thought that the austere space resembled the library of an exclusive men’s club. But today, in the stillness of a sunny Saturday morning, its floor-to-ceiling bookcases and displays of dusty war memorabilia gave it a forlorn look and feel, more like that of a rarely visited provincial museum.

  "I read your notes from Niger," Lang began, throwing one long leg over the other upon retaking his seat. "Or shall I call it a dossier? It’s certainly a compelling read."

  "Then you find my evidence persuasive?"

  "It would be a devastating exposé if it fell into the wrong hands."

  "It’s only a matter of time before someone brings it to light," Zorn remarked with a shrug. "And when they do, we won’t escape our share of blame. After all, we’re the next-largest ESM contractor after Tetra, and the whole program rests on Triage technology."

  "And what of its effect on the proposed merger with Tetra?"

  "As we’ve discussed, Walter, a heightened risk of exposure means that a stock swap may no longer be viable. In my view, the time has come to make a clean break with DHS and scrap the Tetra merger entirely."

  An alarmed expression spread across Lang’s face.

  "For discussion’s sake, Roger, what if we were to pass your information discreetly to well-placed people in the American administration? Might they be able to manage a quiet cleanup while dissuading the news media from reporting it? In Paris, such things are done quite often."

  Zorn shook his head.

  "I’m already exploring the quiet cleanup option, Walter. But expecting the American media to sit on the story for long isn’t realistic. No matter how hard the administration might lean on their press contacts to keep quiet, someone would leak the story and it would quickly become front-page news. The value of our Tetra shares would plummet and Tetra would suspect we were the ones behind it."

  "All right, then," Lang replied, straightening himself in his chair. "What would you propose?"

  "As I’ve said, better a low-key withdrawal from ESM now than a full-scale media exposé later that risks a battle with Tetra. I propose we send those notice letters today and terminate our contracts with DHS."

  "You see no other option?"

  "The only other option is the one that Tetra has rejected: an immediate purchase of Zorn Security shares for cash," Zorn replied, holding Lang firmly in his gaze. "A cash deal has always been the best option for us. By taking cash, we could avoid a catastrophic loss if Tetra's share price plummeted on adverse news. And we wouldn’t need to go through the motions of terminating our ESM contracts, since Tetra would take them over as acquirer. But you've said many times that Tetra refuses to consider a cash deal."

  "Perhaps I’ve been mistaken on this point,” Lang replied with an unsettled look. “Perhaps a cash transaction might be worth one last attempt. If Tetra refuses, we could still go forward with a hard exit, as you’ve proposed. And let Lawless go to the devil."

  Zorn cast a doubtful glance at the chairman.

  "I really don't want to spend any more time on a merger unless you think it really stands a chance. So refresh my memory, Walter. Where does Tetra’s last offer stand?"

  "An all-stock transaction at 0.4 Tetra shares for one of ours, with a two-year lockup period."

  "Those bastards don't want to buy the company," Zorn hissed. “They aim to steal it.”

  "Which is why I've refused their offer twice. But they won’t take no for an answer. Now they insist that I travel to meet them in person."

  Walter Lang’s face looked drawn. It was clear that Larry Lawless’s negotiating tactics had worn him down.

  "And on Tetra’s home turf, of course," Zorn observed.

  "Perhaps you should go in my place and deliver an ultimatum," Lang suggested, a sudden gleam appearing in his tired gray eyes. "Either they accept an all-cash transaction on our terms or we cancel our American contracts. And take Triage home with us."

  "Are you really prepared to do that, Walter? You weren’t when I proposed it two weeks ago."

  "I feel I have taken my discussion with Mr. Lawless far enough,” the older man concluded with a sigh as he rubbed the bridge of his nose. “If anyone goes to see him now, I think it should be you, as majority shareholder. At this point, I expect the board will accept any deal with Tetra that you propose. Or none at all, if it comes to that."

  "I must tell you, Walter, I really don't want to go there. Part of me wants absolutely nothing to do with Tetra or the DHS. Right now, I’d be much more inclined to find a European partner, except that none has shown any interest."

  "And what does the other part of you want?"

  "That part is like you, Walter. It's tired. I’d be sorely tempted to hand the business over to Tetra today if I could be sure of meeting our obligations to lenders, minority shareholders and employees.”

  “And many of those minority shareholders are long-term employees who rely on their shares to fund retirement. Like our good friend in Niger, Mr. Guerin.”

  Lang’s remark, though self-serving, heightened the conflict that plagued Zorn. For while his weariness, like Lang’s, was genuine, his heart rebelled against allowing Tetra’s dumpings and repatriations to go unchecked. What would Margaret Slattery and Jack Nagy think of him if he sold out to Tetra and remained silent about their abuses? And how would Kay and his children judge him if they knew he might have done more to stop them? Zorn felt trapped.

  Lang nodded but said nothing.

  "Do you suppose this was how Papa felt when he decided at last to leave the company and arranged for me to take his place?"

  "Perhaps your father had such feelings," Lang replied with downcast eyes. "But I didn’t. In those days, I still had high hopes. And infinitely more energy than I have today. No, our current situation reminds me of a different time."

  "And what time would that be?

  "The Algerian Crisis."

  "Algeria? How so?”

  "Back in those days," Lang mused with a faraway look, "we paratroopers fought the Muslim rebels in the Algiers casbah and crushed them. Then, when the politicians of the corrupt Fourth Republic1 made back-door concessions to the rebels, we toppled their republic. When General DeGaulle became president, we rejoiced and thought our victory secure. But within three years we lost everything. In ‘61, DeGaulle surrendered Algeria to the very same rebels we defeated, rendering meaningless all the sacrifices that our fighting men had made to keep Algeria part of France."

  "I know the story well, Walter," Zorn responded in a gentle tone, knowing how sensitive Lang's generation was about Algeria’s loss. "What I don't understand is why America’s intifada would remind you of it."

  "Wait and see. Once the intifada has been smashed, America's political class will move to betray the brave men and women who stepped forward to root out the jihadists. The betrayal will begin with claims of detainee abuses, just as the French political class accused me and my men of torturing Algerian prisoners."

  "And you think the U.S. government would use my dossier to throw Zorn Security under the bus?"

  "Without a doubt. As a foreign contractor, and a politically incorrect one at that, you will almost certainly be made a scapegoat. So, Roger, go to Washington if you will and see if you can achieve a withdrawal on acceptable terms. But take care not to be stabbed in the back on your way out."

  "All right, Walter. I'll do what I can. But before I go, I have one last question. It's one I've been thinking about since we won the Triage pilot contract nearly two years ag
o.”

  "Your question?"

  "In Papa’s writings on counterinsurgency, he always stressed the need for the government to gain a swift victory before the enemy advances along the learning curve. But in his later years he added another reason. He said that, without an early victory, the state’s prolonged use of harsh methods yields diminishing returns and ultimately provokes a backlash, as it did over Algeria. If Papa is correct, how will we know when America's emergency measures have reached the point of diminishing returns?"

  "We won’t. Not until the damage has been done," Lang asserted. When he continued, his voice took on an anguished tone. "Roger, think for a moment of the young French conscripts under my command who treated Algerian rebels with electric shocks and worse. Many of our boys were damaged psychologically for life. And think of the Algiers Generals’ Putsch. For us, it felt glorious, like crossing the Rubicon to march with Caesar on Rome after defeating the Gauls. But how swift was our transit from triumph to disaster! Now it's America's turn to reap the whirlwind. Today’s crisis is unlike any that country has faced in a hundred and fifty years. Do Americans understand what awaits them?"

  "What’s worse, then, Walter? Going too far against the jihadis, or not far enough?"

  "I don’t know,” Lang answered with a pained look. “Your father used to say that every counterinsurgency campaign needs a clear goal, lest victory leave behind a tyranny as bad as the one being opposed. If you find a better answer, Roger, come tell me. It may comfort me as I look back on the times when I ought to have shown restraint but failed."

  Moments after their conversation, Walter Lang rose and glanced down the corridor in time to watch Roger Zorn re-enter his office. Then he shut the door and removed his mobile phone from a jacket pocket.

 

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