Authors: Carmen Willow
Eamon and Sarah played a video game for about two more hours and then he took her home. He kissed her thoroughly at the door but did not ask to come in. On the way home, Eamon silently cursed
the fact that he hadn’t slept with her the week before. Because for some reason, she’d caught a scent in the wind and she was running for the brush.
Rainwhite Games
Sarah got a call from Jim to come in early. She got there at seven. Jim was in by seven fifteen.
“Rainwhite is definitely in play. We have a meeting at eight. Could you set up the conference room?”
“Sure, Jim. Coffee’s ready if you want some. I’ll start a second pot.”
“No, ask Rita to do it. I need you in that meeting to take notes.” Jim was already on his way to the coffee pot.
Sarah found Rita, had her rearrange Jim’s morning schedule, put on coffee for the conference room and order their favorite continental breakfast bar to be sent up as soon as possible.
By eight, the team leads and management were seated in the conference room, drinks and don
uts in hand, tablets and handhelds in front of them.
Sarah took her place and Jim began. “Here’s w
hat we know. On Friday, at approximately 2:30 p.m. Eastern Standard Time, Rainwhite stock began trading very heavily on the New York Stock Exchange and continued until the closing bell. In the week before there had been some moderate trading, but this last big push is a strong indication that someone is planning a hostile takeover of the company.” Jim looked at everyone at the table. “Any ideas? Thoughts? Who would want your company and why?”
Aaron Birnbaum, Lead designer and CEO, said, “Well, there’s only one company out t
here with both the money and a competing line. That’s Gryphon World, Inc. The question is what’s in it for him?
Wickerworld
isn’t doing as well as we hoped—“
“You have something he wants
.” Everyone looked at Sarah, rather astonished. Usually paralegals didn’t speak up at meetings. “I think I know what it is. He wants your game engine. ” Sarah realized that she had spoken out of turn. “Sorry.”
Birnbaum said, “No, go on.”
“Well think about it. Gryphon World just acquired Boneset’s physics programmer for the next game in their frontline title. It stands to reason that they want a new game engine as well. Byrne likes your game engine a lot. And taking control of your company, while expensive, takes less time and money than building an engine from the ground up. Plus you have other assets he can exploit.”
Aaron looked at Sarah with new respect.
“Makes sense.” Birnbaum looked at Jim. “So can we stop it?”
“Well, it’s too late t
o construct a poison pill, and a Pac-Man defense won’t work either,” Jim said.
“Pac-Man defense. What’s that?” Birnbaum asked.
Jim rubbed his eyes. “That’s where you start buying up the other guy’s stock to get a majority vote in his company. You don’t have that kind of money, and I think Byrne maintains a fifty-one percent control of Gryphon World Stock. So that’s out.”
“What about a Crown Jewel Defense?” Sarah asked Jim.
Jim looked at her. He thought about it and nodded. “Painful but possible.”
Birnbaum looked expectantly at the two of them. Jim said, “It’s where you sell th
e asset Gryphon World wants to someone else, preferably a friendly competitor, one who will license back your product at a reasonable price once the danger has passed. In this case, it would be your game engine.”
“Shit!” Birnbaum exploded. “
We have to sell off our most valuable asset in order to keep our company?”
“In order to try and keep your
company. There may be other assets he wishes to acquire in your organization as well. Or he may have other reasons for buying you up. Selling your game engine may not be enough to put them off.” Jim read through Rainwhite’s by-laws. “How much is your game engine worth?” Birnbaum mentioned a figure. “Well then, that lies within the discretionary amount allowed by your by-laws. Your current Board of Directors has the authority to sell or exclusively lease out your game engine without a stockholder vote. But we only have forty-eight hours until the next stockholder’s meeting. I’m willing to bet that’s when Gryphon will make its move.”
The Rainwhite people looked stricken. Most were game designers, artists, programmers and writers
, and few of them understood business.
Jim and Sarah looked at each other. When Jim decided to make this move and become Rainwhite’s in-house counsel, he’d done so knowing that the first order of business would have to be doing what was needed to protect the company against what appeared to be happening. Unfortunately for them all, Eamon Byrne, ha
d seen their weaknesses as well and had acted before they could.
“So, is there any company who is in a position to purchase your game engine?”
Birnbaum leaned forward and put his arms on the conference table. “Perhaps.”
Gryphon
World Inc.
Martin came rushing into Eamon’s office. “We have a problem.”Eamon looked up from the report he’d been study
ing. When his eyes met Martin’s, his lawyer continued. “I just got a call from Tom over at Cyclone systems. Rainwhite has offered to sell him their game engine.”
Eamon winced. He leaned forward, his elbows on his desk and his hands under his chin as he
mentally ran numbers in his head.
“Tom wouldn’t have called unless he was willing to deal,” he said, more to himself than to Martin.
Cyclone Systems was a small sole proprietorship just getting on its feet. Buying that game engine would be tempting. The license fees would be a steady income stream, but it probably would take all of Tom’s capital and then some. He’d need financial backing. “Get Tom on the phone and let’s see what he wants.”
Eamon was connected with
the owner of Cyclone Systems a moment later. The phone call lasted an hour. “Sounds like we have an agreement, Tom. Martin will send the paperwork. I’m sure I don’t need to tell you that if any word of this leaks, the deal is off.” Eamon nodded as if in answer to a question. “Yep. Good doing business with you Tom. Bye.”
Martin came back into the office. “How much is this going to cost?”
“An extra seven hundred fifty thousand to start and he gets a license at a very nominal fee for the life of the engine. Ultimately, a million and a half, maybe two million.”
“
Crap! So? Do you think we have a mole in the company? How did Rainwhite tip to this?”
Eamon shook his head. “
I was the leak. I underestimated Miss Adams, but I won’t again. In fact, I’m going to call and ask her out.”
“Ask her out?”
“Yeah…because if I don’t, she’ll know that I know. I have to keep her thinking that I’m oblivious to what she’s done.”
“What happened? How did you give it away?” Martin asked.
“I played
Wickerworld
with her. We talked about how it was put together what was good about it, what wasn’t. I forgot who she was who she worked for and all those damned books I’ve seen her read over the last few months.” Eamon shook his head. He was pissed, but he had to admire the fact that she’d figured it out.
“Well that was an expensive mistake.”
Eamon said nothing, but the fact that Sarah had cost him so much money and might cost him more if he couldn’t garner enough stock and proxies to take over Rainwhite really stung. It had been a long time since he’d let his guard down that way. It was all that sweetness and light and the choir girl clothes. He’d underestimated her, and he wouldn’t make that mistake again.
He waved Martin out of the office and reached over to make the phone call. He wasn’t particularly surprised when Sarah didn’t pick up.
He sent her a text. When she wrote back that she was unavailable, he knew that she knew.
I’ll see you Friday, Sarah
, he thought.
The Takeover
Thursday afternoon, the game engine buyer backed out at the last minute. Because of the timing, Jim and Sarah knew that he’d been bought off by Gryphon, and it was too late to find another buyer before the stockholder’s meeting. “Shit!” was all Jim said before he went to give Aaron the bad news.
Eamon walked into the annual stockholders’ meeting on Friday with more than enough stock and proxies to
acquire of Rainwhite games. He saw Sarah there with her boss which gave him a great deal of satisfaction. He let Martin have the fun of the actual execution; he sat back and watched the show. The slaughter was brief and bloody. The current board was voted out and a new board elected. The measure to sell Rainwhite Games to Gryphon World, Inc., passed by a comfortable margin and by the end of the meeting, Rainwhite Games was, for all intents and purposes, dead.
Sarah was
taking notes on the meeting. She kept her expression neutral but inside her stomach clenched with anxiety as the votes were tallied and it became obvious that they were lost.
When the meeting was
adjourned, Eamon walked over to where Jim and Sarah were seated. “Send an email, tweet, whatever you use out to all Rainwhite employees telling them that there will be an all-company meeting Monday morning at 9:30 a.m. at Gryphon World, Inc.’s main office.” He looked at Sarah. “I’m sure you have the address.” He turned back to Jim before Sarah could say anything. “Make someone responsible for getting a response from every employee. And send a separate email out to your team leads that we will meet at 2:00 p.m. in the same room.”
“As you wish,” Jim said.
Eamon turned once more to Sarah. “By the way, I’m the one who killed your game engine deal. Nice try, but it didn’t work.” Sarah’s lips tightened. She simply glared at him. Eamon let her glower for a moment and then said, “You have something to say about that, Miss Adams?”
“I hope it was expensive
,” she said, looking like a really angry cat, claws out back arched.
Eamon
grew serious; his eyes were ice blue. “Oh it was. And it will cost Rainwhite’s employees more than it would have otherwise. But hey, what does that matter?”
“Nothing to you, obviously,” Sarah rep
lied. Before he could say anything further, Sarah rose and looked at her boss. “Jim, with your permission, I’ll get working notifying everyone of the meeting.”
“Sure, Sarah. See you Monday.”
Sarah closed her laptop and left the room without another word.
Eamon watched her leave. His jaw was clenched tight. Jim watched the man take a deep, deep breath and visibl
y force himself to relax. Eamon faced Jim once more. “I’ll see you Monday, Mr. Saunders.”
“Yes, Mr. Byrne.”
Eamon went home and opened up the Rainwhite personnel files. He studied Sarah’s employment file and then went to work. By Sunday, he’d read her transcripts, her master’s thesis, and most of the papers she’d written
in college. He had a copy of the district-wide poetry magazine she’d been published in while in high school as well as her IQ scores. He even went into the
Mirrored Nation
forum archives and re-read her posts under Elaine Everhome again. When he finally logged off, he realized just how much he’d underestimated her.
Sarah went home and sen
t out the meeting notice to the employees. She kept track of the responses and did what was needed so that by Monday morning at seven, she had notified every employee at Rainwhite Games. Those who knew Sarah got in touch to find out just what the hell had happened. Sarah gave them the facts, but she did not speculate on what the takeover meant.
When Monday morning came,
Sarah dressed in the gray business suit she usually wore to the first day of trial with a red sleeveless silk sweater underneath and simple silver earrings and lapel pin. Her shoes and hairstyle were just as conservative. She walked into the main meeting room of Gryphon World, Inc., fifteen minutes early. It was a large open space with floor to ceiling windows to allow plenty of natural light.
As Rainwhite employees
filtered in they huddled in their teams whispering softly to one another. Aaron was conspicuously absent, but everyone else seemed to be in attendance. At precisely 9:30 a.m. Eamon, Martin and his team leads came out onto the platform. Everyone still standing quickly found seats. Eamon was dressed in expensive chinos, a navy blue crewneck wool sweater, and casual boots as were the rest of his team.
Sara
h was overdressed, but her suit was her armor. She needed the psychological protection that it afforded. Eamon found her at once in the crowd, and he gave her a long enigmatic look before turning away.
Perhaps the anonymity of the common uniform would have been the better choice,
she thought.
He slipped a headset on and said, “Hello everyone. My name is Eamon Byrne, and I am the President and CEO of Gry
phon World, Inc. As of last Friday, Rainwhite Games became a subsidiary of our company. I want to welcome you to our conglomerate and to let you know that we appreciate the hard work that you have given Rainwhite in the past. We look forward to combining your talents with ours into our family of companies. Today our senior team leads will begin the process of integrating you into our teams.” At this point handouts were passed out. “Please note that there are groups of names listed below a name in all caps at the top. The person named at the top is your new direct report. At the conclusion of the meeting, please find your team lead who will meet with you and give you more information.” Eamon smiled at this point. “I know that this is difficult. Change always is. But I am convinced that you will find this change a positive one. Again, welcome to Gryphon World, Inc. ladies and gentlemen, I hope this is the beginning of a long and happy relationship for all of us.” Eamon then introduced his senior staff and concluded the meeting.
There was the hesitant beginning of clapping somewhere in the group. It petered out rather quickly as people studied the sheets to see to whom they should report.
Sarah looked down. It was as she suspected. She was to report to Eamon. She knew he would want the pleasure of firing her himself. She noticed that Jim was being asked to report to Martin Ellesworth. That had to sting.