Authors: Judith Michael
Claude unfolded a chart and pinned it to an easel beside him. “The Hayward Corporation will be reorganized as the parent company of three subsidiaries: Hayward Construction, Hayward Development, and Hayward Associates. Victoria is transferring eighty-two percent of her stock in the Hayward Corporation to Ross, and eighteen percent to Derek. Added to the stock they already have, Ross will own fifty-one percent of the Hayward Corporation, and Derek twenty-nine percent. Curt will still have ten percent, and Jason and Ann, five percent each.”
A rustle, like an autumn wind, moved through the room, but no one spoke.
“The Hayward Corporation will own fifty-one percent of each of the three subsidiaries. The remaining stock will be divided as follows:
“Derek will own forty-nine percent of Hayward Construction. He remains president and will continue to lead the company in large-scale construction, as in the past.
“Ross and Derek will divide equally forty-nine percent of the stock in Hayward Development, an entirely new company which will concentrate on major urban redevelopment projects.
“Ross will bring in his architectural firm, Ross Hayward Associates, as one of the subsidiaries, and will own forty-nine percent of it.
“I have corporate and tax details worked out in these booklets, which I'll give all of you later.”
“He got everything,” Curt seethed.
“Not at all,” Derek said tightly, understanding more quickly than his father how masterfully it had been done.
Damn them. God damn their clever hides.
His thoughts twisted and turned, looking for a way out through the pounding in his head. The
walls were closing in. He flung himself from his chair and left the room.
Claude barely paused. “Put simply, Ross has majority ownership and control of the parent company, the Hayward Corporation, which, in turn, controls three subsidiaries. I might add that all the shareholders in the Hayward Corporation will realize substantial financial gains by this reorganization.”
But Ross has control, Katherine thought, understanding the rage in Derek's face. They took away the only thing that really means anything to him: his power. He'll make more money than before; he can build his bridges and highways and aqueducts; he'll still be pursued as a wealthy, charming bachelor. Outwardly his life won't change. Except that his brother is now at the center of power.
ButâRoss hadn't wanted this. He hadn't wanted to be a part of the Hayward Corporation.
Katherine remembered the look between Victoria and Tobias.
Perhaps Derek needs his wings clipped.
They had talked Ross into it. Because there was no one else. And in fact, wasn't it what Ross had always wanted? A wealthy corporation, with the resources to build as he dreamed, to remake large landscapes, changing the look of cities . . .
“It won't work,” said Curt, clipping his words. “I won't let you remake this company overnight, and I won't let you give it to Ross. He doesn't have the experience to run the whole show. The idea of a development subsidiary isn't bad, and if you want to merge Ross's firm with ours, I'd go along with that. But not with the rest of this scheme the three of you have cooked up.” Coolly, he pushed back his chair. “That so-called statement of Beecher's doesn't mean a damn thing. You wouldn't let this go to trial; too much damage to the corporation. If I know Claude, he's already working on an out-of-court settlement, and of course, we'll contribute to that if Ross needs help in paying it. As for the rest, you've gone too far. I'm voting against it. And you need a unanimous vote of the shareholders for this kind of reorganization. Claude will remind you of that, in case you've forgotten the bylaws.”
Victoria gazed down the table. “You were such a pleasant child, Curt. Hugh and I had twelve years of enjoyment from you before you grew hard and quite unlovable. Now I have
discovered that you lied to Ross after the sailing accident, telling him there were no problems with the Macklin Building; you kept it from all of us, all these years; and you and Derek tried to shift the blame to Craig. You have been irresponsible and corrupt and I am ashamed of you, as my son and an officer of this corporation. Look at me when I speak to you! And listen carefully because what I am about to tell you is in your interest.” She looked at Derek's empty chair. “Will someone find Derek and bring him back?”
Tobias slipped out and a moment later returned. “He'll beâ”
Derek came in, his face remote, his eyes shadowed, and took his seat.
“First,” Victoria said. “Derek and Curt will pay the cost of settling the suit against Ross. You were quite right, Curt; we intend to keep it out of court. You will pay whatever is required to do that. In addition,” she said calmly, “you will vote for the reorganization of the corporation. The vote will be unanimous. If it is not, I will strip Derek of the presidency of the Hayward Corporation and appoint Ross in his place, and I will sign over to Ross my fifty-percent ownership in the corporation. Derek will then have no place in the company at all. Do you wish to have me clarify any of that or do you understand it?”
Derek sat without moving. His mind raced one last time around the walls that had closed in, then came to a stop. There was no way out. At least, not that he could see. Next year, perhaps, or the year after. Or in five years. But not yet.
Curt gave Victoria a long look. “Do you know,” he observed, “you are a formidable woman. I always wondered why my father stayed with you. Now I understand.”
“I am not flattered,” she said, and turned away from him.
“Is it going to be unanimous?” asked Ann.
“Of course,” Jason said. “And not a bad idea, either.”
“Is that so?” she retorted. “Tell me this. Where in this plan is a place for Craig?”
Softly, Tobias quoted, “âYour shadow at evening rising to meet you.'”
“I'm so weary of all this,” murmured Victoria.
Katherine felt the coldness of her hand. “You should lie down.”
“I will, as soon as we vote. Too much emotion; quite exhausting.
Ann,” she said, raising her voice, “the board of directors will discuss Craig's place in the Hayward Corporation. I will no longer be a member, and I will not try to influence anyone on it. However, there is also my personal estate. That has troubled me deeply. My love for Craig was intact for many years, but I have learned too much about him, and too much time has passed. He has forfeited it all.”
“Noâ!” Ann began, but Victoria stopped her with an upraised hand. How strange, Katherine thought, that these two women, who had done the most to burden Craig with demands that he perform, excel, live up to the image of their golden boy, had grown so far apart in their thoughts of him. “He has forfeited it all,” Victoria repeated. “His wife and childrenâoh, how absurd to call her âhis wife'! Katherine has made her own place in this family, and a larger one in my heart, and she and Jennifer and Todd have a major place in my will. What you and Jason decide to do with your stock is your affair, but of course you have too little to make any difference in the structure of the new company.”
“You're shutting him out!” Ann cried. “Katherine, you could convinceâ”
“She cannot,” Victoria said impatiently. “Why must I keep repeating myself? I make my own decisions. I want this company to be exactly as Claude described it. And I want it voted on. Must I make the motion myself?”
“I move,” said Derek flatlyâfor the second time that day causing a stunned silence at the tableâ“that the reorganization of the Hayward Corporation as described be accepted unanimously.”
“Second,” said Claude quickly.
Victoria stood. “All those in favor, please raise your hand.”
The hands went up: Ross, Claude, Tobias, Jason, Ann, Derek. Victoria raised her own. She looked at Curt. Slowly, his hand went up.
Victoria sighed. “The motion is carried.” Turning, she said, “Ann, if I could speak to you a moment?”
Derek pushed his chair away from the table. The walls hadn't closed in completely after all; the possibilities were enormous. Managed properly, the corporation could be transformed: rich, versatile, powerful, international. When they combined the base he'd established in construction with what
he had to admit was Ross's architectural genius, plus the vast market for urban development . . .
that
would be a company to fight for. I'll work my ass off to help him build it up, and then I'll find a way to take it over. He looked up, and met Ross's eyes.
Gathering his papers together, Ross stood and tilted his head toward the corner of the room, telling Derek to join him there. The son of a bitch, he thought. Cutting his losses, probably planning already how to take the company from me. We'll fight every step of the way. Briefly, he recalled their last meeting, when Derek's fear had cracked his composure. If it hadn't been for that, Ross reflected, I wouldn't have accepted Victoria's offer. But now that the company was his, and he had the chance to do what he'd always wanted, the way he'd always wanted, he knew it would be worth even the battles with Derek that loomed ahead. And he could use Derek; he was damned good; he just had to be controlled.
In the corner of the room where two armchairs stood beside the coffee maker on the sideboard, Ross poured a cup of coffee, and waited. There wasn't anything he would worry about in the months ahead, not even the battles with his brother, if Katherine were with him. He'd enjoy winning them all the more if she could share the victories.
He glanced at her, but she was listening to Victoria and Ann. I'll see her at the ball, he remembered. By then I'll be able to tell her about the first session between the president of the Hayward Corporation and the president of Hayward Construction. The first time in our lives I'm controlling our direction. We have a lot of adjustments to make.
At that moment, Derek rose and walked slowly over to join him. “You wanted to see me,” he said smoothly, and, pulling out the armchairs, they sat down and began to talk: two businessmen in a neutral corner, discussing the future.
“âwant you to understand,” Victoria was saying to Ann. “We've needed something new for a long time. A company. A family.” Her glance lingered on her grandsons. “Maybe they'll learn to get along with each other. Or at least fight constructively. And now it's done. I won't have anything more to do with the company; I'd only be in the way.” She stepped back. “Ross will sit at Hugh's desk and make his dreams and
mine come true. And now, Katherine, you too must be part of itâ”
Katherine smiled and shook her head. “You've just organized a new company. Isn't that enough for one day?”
“Well, we can talk about it tomorrow. Oh, I forgot to mention . . . Ross! If you and Derek are defining the activities of the subsidiaries, you should include Claude, for tax purposesâ”
“That had occurred to us,” Ross said gently. “Do you want to join us?”
“No.” She laughed ruefully. “An old woman has trouble letting go. The finality of it . . . like giving away the art collections of a lifetime. Relinquishing one thing after another; dying one step at a time. Oh, if I could be seventy again! Go on, go on with your talk. Katherine will help me to the car. After all, you're in charge now; why aren't you presiding over the meeting?”
She went to the two of them. “Derek, I'm pleased that you stayed. I was afraid you would resign in a pique and that would have been unfortunate.”
Expressionless, he bowed his head slightly. Victoria put her hand on Ross's shoulder and he stood and walked with her to the door. “Dear Ross,” she said. “You are like Hugh in so many ways. Take care of what he built. Take care of what we made together.” He held her close and kissed her. “Bless you,” she whispered, and, on Katherine's arm, nodding to the rest of her family, Victoria left the board room of the Hayward Corporation for the last time.
O
N
Saturday afternoon, Victoria called to ask Katherine to be the hostess for her All Hallows party that night. “I've organized it all; it only needs someone to make sure everything is running smoothly. Tobias will be there, of course, but he does get lost in his quotations.”
“But you'll be there,” Katherine had protested. “It's your party!”
“Naturally I'll be there; I wouldn't miss it. I intend to sit on a gilded throne, graciously accepting greetings, allowing my guests to touch my hem, and sending you forth as my other self. Can you be there early, to check on the table settings?”
“Yes, butâ”
“Don't be alarmed, Katherine; there won't be much to do. And if you need help, Tobias and I will be there. And Ross.”
When they had said goodbye, Katherine shook her head at Victoria's stratagems to team Ross and Katherine as replacements for Hugh and Victoria. The two of us, she thought, and our four children, starting a new Hayward dynasty. She's forgotten Craig.
Or she hadn't forgotten; she was simply ignoring obstacles, trying by sheer force of will to make events go the way she wanted. Katherine was never sure, with Victoria, how much was pretense and how much was real. Maybe it didn't matter, if in the end she got her way, as she had at the board meeting.
“Mom, we're going,” Todd said. “We're helping Annie make hamburgers for dinner.”
She hugged them. “Have a good time.”
“You have a good time,” Jennifer said. “Will Ross be there?”
“Of course. His mother is giving the party.”
“Tell him hello for us.”
“All right.”
Todd said brightly, “You can even kiss him hello for us.”
“All right.”
“You can even invite him to dinner,” Jennifer said. “We'll make hamburgers.”
“We'll see. You could make hamburgers for Leslie and Claude some time.”