Authors: Terry Fallis
“What in heaven’s name are you doing here at this ungodly hour! This is my home!”
“Dad, there was a time when this was our home, too,” I said.
“What do you want? I said everything I’m going to say on the topic this afternoon. The deal is as good as done. It’s too late.”
Sarah pushed past him before he could finish.
“Important!” she said. “You’re going to want to see this. It cannot wait.”
She was out of sight in an instant, heading for his study just off the hallway. I shrugged when Dad looked my way. I said nothing, just motioned with my open hand to suggest he follow her in. He did. I closed the door behind me and caught up as Sarah was leading Dad by the hand to his chair behind the desk. She’d already turned on a floor lamp and his desk lamp, casting a warm and inviting glow over the room.
“What is going …”
“Shhh! No talking,” Sarah commanded. “Give us thirty minutes to lay something out, and if you’re not convinced at the end, go ahead and sell off the family company just as you planned. So for half an hour, just sit and listen, please, Dad.”
I thought he was going to lose it then, but he pulled back and closed his mouth. Sarah stood in the middle of the lamplight spilling onto the floor in front of Dad’s chair. He interlocked his fingers and rested his hands in his lap.
“Dad, if you believe what we’re about to say, you cannot sign the acquisition agreement tomorrow. It’s not what you think,” she started. “Just hear me out on this and, please, do not interrupt me until I’m finished. We’ve got three important and related points to make. Until we’ve made them, please, just listen, except when Hem poses a few questions. You can answer them, but nothing more till we’re done. Understood?”
Dad was beginning to get the sense that she was serious, that this was serious. He nodded.
“First of all, we have gathered indisputable evidence that Henderson Watt is in the employ of MaxWorldCorp. Hem confirmed with an inside contact at the New York Police Department that the new Mercedes he’s now driving is actually registered to MaxWorldCorp. It’s part of their fleet lease.”
Dad opened his mouth, first in shock, and then to say something.
“Shhh, not yet!” Sarah cut him off. “With that revelation as
our starting point, and putting the pieces together, Henderson Watt almost certainly had me under surveillance before he engineered our first meeting at a bar way back when. He then arranged to bump into me a day or so later at a Starbucks. Building a relationship with me was how he planned to land a job at Hemmingwear and get close to you and could start to work on his real agenda. And that’s exactly what he did. I fell for it. I’m sorry. When his rapport with you became strong enough, he sacrificed me. He used me only to get to you.” Dad raised his hand.
“Not yet, Dad.”
He lowered his hand.
“Okay, secondly …”
She nodded at me. I stood up, pulled out my BlackBerry, fiddled with the photo on the screen, and handed it to Dad. “Do you know this guy?” I asked.
“Of course. That’s Tim Withrow,
CEO
of Preston Holdings.”
I hadn’t been expecting this, but clearly Sarah had.
“No shit!” I exclaimed.
“Shhh! We’re not done yet!” Sarah snapped and then gestured for me to continue.
“Dad, have you authorized anyone else to speak to Preston Holdings during the negotiations, or have you been doing all the talking yourself?”
“Of course I’ve been doing it all myself. It’s my company,” he said. “I’m the only one allowed to speak to Preston.”
Then I leaned down to pinch the image on the screen as Dad still held my cellphone. The photo grew smaller and a second figure now appeared across a café table from Tim Withrow.
“This is one of the photos I took of Henderson Watt lunching with this Withrow dude in New York, yesterday.”
Dad’s eyes widened as he just stared at the photo, as if Henderson might disappear from the shot if he just stared long enough. I took the phone back and held it a little higher.
“Listen,” I said. “You’re about to hear the voice of Henderson Watt speaking first, followed by Withrow. These were the last words they exchanged at this lunch. I wish we had a longer recording, but we don’t.”
I hit the button.
“… almost taste it.”
“Me, too. Hang in there. We’re just about home. Just keep doing what you’re doing.”
I replayed it. I sat back down.
“So Henderson had a meeting with the Preston guy. But where’s the link to MaxWorldCorp?” he asked.
I slid the Carlos photo from the envelope and pointed out that Tim Withrow had also attended the
AGM
of MaxWorldCorp.
Dad nodded, but decided against saying anything more. Instead, he looked back at Sarah. She stood up again.
“Okay. Number three. And this is the biggie. You want a Preston-MaxWorldCorp link? Well, here it comes. Preston Holdings, through an incredibly complex set of connections,
affiliations, and relationships intended to obscure and even conceal the truth about its ownership, is actually controlled by MaxWorldCorp. Ultimately, Preston is owned by MaxWorldCorp. Preston is owned by Phillip Gainsford. I hope that’s a strong enough link for you.”
“Impossible …”
“Shhh, Dad! Not finished yet. Just listen. I have traced the provenance of Preston through their required online filings with various regulatory authorities here in the U.S. and in Europe. I have saved screen captures of all of it. Trust me, this is all true and accounted for.”
Sarah then spread out her big sheet of paper and walked Dad and me through Preston’s labyrinthine and quite ingenious corporate structure. She led us along the red Sharpie line through myriad twists and turns, shell corporations, other holding companies, and several offshore entities. It took twenty minutes for her to cite all the official sources to justify each of her conclusions. At each stop along the circuitous path, she’d called up another official website and showed Dad the incontrovertible trail of evidence that culminated in an ironclad conclusion. By the end, Phillip Gainsford’s big play was all too obvious. When the ducks were all lined up, it was hard to argue. It was such an impressive and compelling piece of work. The Internet is a wonderful thing.
Dad said nothing for what seemed like a very long time. His wheels were turning, turning.
“Dad, Henderson Watt used me. We had a relationship. We slept together, Dad. He used me to get to you, to get to our company, and ultimately to
get
our company.”
Dad winced at the “slept together” line.
Dad was avoiding Sarah’s eyes as he said, “He told me you had severe mood swings, that you had a serious temper problem, and that you suffered from depression. He alluded to medication that you were taking. Is any of that true?”
“Dad, I do have a temper, and I pop Advil for my migraines, but the rest is pure fiction. Mood swings? Depression? Why didn’t you say something to me? Why didn’t you ask me about it?”
“Henderson asked me not to. He said that you were sensitive about it all.”
“Christ! What a snake.”
Dad just sat there, looking shell-shocked.
“Do you now understand how MaxWorldCorp could so easily anticipate and then pre-empt every corporate move we’ve made for the last two quarters?”
He said nothing. He just stared into space.
“Dad?” I prompted. We had some decisions to make.
“I can’t believe Phillip Gainsford would stoop to this level. It just can’t be real. Even he is not capable of this,” he said in one last grasp at one last straw.
Sarah then played a card I didn’t even know she had. She called up Phillip Gainsford’s Wikipedia entry on her MacBook Air, highlighted a section, and handed the laptop to our father.
“Dad, do you know the name of Phillip Gainsford’s youngest daughter?”
He looked confused by the request, but his eyes flitted across the highlighted section.
“Oh God,” he croaked.
“What’s the name, Dad? Tell us,” she pushed.
A good ten seconds passed before he finally spoke.
“Preston.”
Dad looked ashen. I said nothing. And Sarah just let the silence hang to entrench the revelations, to make them real. I was about to fill the awkward vacuum with some small talk – you can always count on me for small talk – when Dad raised his hand to extend the silence. We sat there for another minute or so before Dad stood up.
“Hem, could you call Kingsley and get him over here? We need to know our options,” he said.
“Sure. And I’ll give some thought to what we should do about tomorrow’s news conference. We should probably cancel it, shouldn’t we?”
Both Sarah and Dad answered in unison.
“
No
.”
Dad was about to speak, but with a wave of his hand, he ceded the floor to Sarah for the explanation.
“The media are coming here tomorrow because they expect an announcement. There’s already rampant speculation about the sale of the company. We’re going to want the media here
because there will still be an announcement. Just not the one Henderson Watt and Phillip Gainsford are expecting.”
“Now, we’ve got work to do,” Dad said. “Do you have your plan on that fancy computer of yours?”
Sarah smiled and nodded.
“Let’s go through it. If Henderson killed it because it threatened his ulterior mission, I want to see your plan,” he said. “Actually, it’s time I looked at it anyway. Hem, brief Michael Kingsley when he gets here. Sarah and I are going to be tied up for a while.”
I left them in the study and went out into the kitchen to call the company lawyer and get him over to the house. I also scanned the U.S. newswire site to see how the Hemmingwear announcement scheduled for that afternoon was being positioned. Fortunately, the media advisory was not particularly detailed and only referred to a “major corporate announcement.” That could mean anything.
Michael Kingsley arrived about half an hour later, at 4:15 a.m. He looked worried. I took him through the whole story with as much detail as I could muster. Lawyers like details. Cases are often won on the fine points. He whistled a couple of times during my monologue and shook his head often. He did not look good by the end.
“Henderson? What balls. What unbelievable temerity,” he said.
Dad and Sarah emerged from his study at 7:30. Michael Kingsley and I were sprawled out in the living room, dozing.
Okay, I was in a deep coma, but did my best to make it look as if I’d just nodded off.
“You’ve been thoroughly briefed, Michael?” asked Dad.
“Yes, and I’m still reeling from it all. Who else knows all this?”
“Other than the perpetrators themselves, we are the only ones on the planet who know,” replied Dad. “All right, Michael, do we have a clear-cut and actionable case of corporate espionage or not?”
“Well, there’s often a fine line between competitive intelligence and industrial espionage, but not in this case. I don’t think I’ve ever seen a more blatant abrogation of the law.”
“So we actually have a case against MaxWorldCorp?” I asked.
“Often these kinds of cases are built on hearsay, innuendo, and circumstantial evidence. In this situation, we’ve got photographs, audio recordings, strangely prescient pre-emptive actions from the competitor, and a pattern of subterfuge that I think would hold up very well in a court of law. Even if we lost the case, the evidence and publicity would sink MaxWorldCorp in the court of public opinion,” Michael concluded.
“As a senior exec, Henderson signed all the standard non-compete, non-disclosure clauses in his contract when he joined us, didn’t he?.” Dad looked to Michael for confirmation.
“Yes, of course he did. I supervised all of that myself,” Michael replied.
“Well, then I think we just might have our announcement for later today,” Dad said.
“Yes! Let’s string them up. Let’s humiliate them. Let’s make them
wish they’d never tangled with The Hemmingwear Company,” I said, rubbing my hands together in anticipation.
“No.”
She said it quietly, but still, we all heard it. The three of us rubbernecked to look at Sarah. She was shaking her head, with authority.
“No. We should not proceed with any charges – industrial espionage, or breach of fiduciary responsibility, or even a violation of a personal employment contract. We should not even go there, period, full stop, end of discussion,” she said.
“Why ever not?” Dad asked. “I want Gainsford to pay for his audacious and diabolical play for our company. I want justice.”
“Dad, think it through,” Sarah said. “Do we really want a long, drawn-out, and very public court case that describes in minute detail how an employee of our principal competitor waltzed in and landed a big job in the C-suite of Hemmingwear, fed company secrets to MaxWorldCorp for years, and almost engineered the sell-off of our company at a discounted value to a holding entity that is actually controlled by Phillip Gainsford? Is that what you really want? And to what end? So they lose the case and pay a few million dollars in fines? Big deal. They’ve probably spent much more getting this far in their plan. The whole exercise would make us look like we can’t manage our own future. The value of Hemmingwear would plummet on all the ensuing bad press. We just cannot make this decision based on a desire for revenge. We have to do what’s truly in the best interests of the company.
“Introducing Henderson Watt to you, Dad, is on my head. I’m not going to compound it by tilting at windmills in a legal case that stands to hurt us more than help us. No. Bad idea.”
Sarah had this way of making everyone else in the room feel like complete and utter imbeciles. In this case, it was because we were all actually behaving like complete and utter imbeciles.
“So what is our announcement this afternoon, then?” Michael asked.
“Don’t worry, we’ve got a lot to talk about at the media briefing. We don’t often get the chance to hold the media hostage, but we’ve got them where we want them today,” Sarah said.
Just then, the doorknocker sounded from the front. I walked through to the front hall and opened the door. There stood Carlos Mendez.
“Carlos, you’re up early,” I said.