Authors: Jennifer Sturman
Mulcahey began by offering his condolences to Barbara, which were echoed by those of us gathered around the table and met with the widow's gracious thanks. Then he cleared his throat. “As Tom's death was so sudden, and so unexpected, we find ourselves without a formal succession plan. Now, I have a proposal that I wanted to put before the boardâ”
I wasn't surprised when Barbara interrupted with a bright smile. “Actually, Brian, I have a proposal that I think the board needs to hear first.”
But I was surprised when she pushed back her chair, stood and crossed to the door. When she was confident that she had the full attention of everyone in the room, she threw it open.
And in walked Adam Barnett, Scott Epson and the Caped Avenger.
T
his can't be good, was my first thought.
This is really bad, was my second thought.
But at least I knew I didn't need glasses. I
had
seen the three of them leaving the Ritz the previous morning; my eyes hadn't been playing tricks on me. Still, I had a feeling that soon I would wish that they had been.
“Barbara, what is this all about?” asked Brian Mulcahey.
“Adam will tell you,” said Barbara, her voice bursting with maternal pride.
Helene Porter emitted a delicate sound that wasn't a snort but conveyed similar feelings, albeit in a far more genteel way.
Barbara nodded at her son. “Go ahead, honey.”
“Good morning,” said Adam. His voice sounded more confident than I'd ever heard it before, and he seemed less überdorky than usual. But that might just be because he was standing next to Scott Epson. Scott, meanwhile, was wearing his favorite tie, pink silk with green alligators. The Caped Avenger, standing next to Scott, caught my eye and gave me a wave and a look that managed to combine a raised eyebrow, a wink and a leer all at once.
Adam continued, “My mother, as one of Grenthaler Media's major shareholders and board members, invited us here to make this announcement in person. Allow me to introduce my partner, Whitaker Jamieson, and our advisor, Scott Epson of Winslow, Brown. Mr. Jamieson and I have established a private corporation that has acquired four-point-nine percent of Grenthaler Media's shares in the open market. We have also negotiated an agreement with my mother to acquire the ten percent of the company that she owns.”
I stole a glance at Barbara. Her lips were moving silently as her son spoke, and I had little doubt that she'd helped Adam prepare his speech.
Adam went on. “Before the close of business yesterday we filed with the Securities and Exchange Commission a notice of our intent to make a tender offer for the remaining publicly held shares. We submitted a press release to the wire services announcing the tender offer just this morning.”
Barbara couldn't hold back any longer. “Isn't it exciting!” she cried. “Adam's going to take over the company!”
And I was going to murder Stan Winslow. Now I knew why the Caped Avenger had been so quiet of late. Somehow he and Barbara Barnett had found each other, and now he was financing the takeover attempt. Given how less than impressive I'd found Adam to date, I had no illusions that Barbara wasn't the driving force behind it all. Meanwhile, Stan had steered Whitaker to Scott to handle the deal, probably just as much to intensify any competition between us as to avoid navigating any conflict of interest on my part, given my professional obligations to Grenthaler's current management.
I was also amazed that Barbara had been able to put this together so quickly. I remembered Scott blithering on about his new deal on the shuttle Wednesday evening, talking about the client's unrealistic expectations as to how soon they'd be able to get things done. It had been barely a week since Tom had died. Did Barbara have this all plotted out before his death? Was she just waiting for her husband to die to put her plans in motion? Tom had rebuffed his wife's attempts to get Adam more involved in company affairs. But without the shares she'd inherited from Tom, Barbara, Adam and their team didn't have a leg to stand onâand Tom would never have sold his stake or allied himself in any way against Sara.
Meanwhile, I'd completely misinterpreted Barbara's stated intention to stay involved in the company. The most I'd worried about was her trying to use her stake to have Adam appointed CEO, and that the activity in the company's stock simply meant that an unrelated third party was accumulating shares. The dots had been there, begging to be connected, but I hadn't put them together.
“What about Sara?” asked Helene Porter. “It's her company,” she protested.
Edward took her through the math, quickly and in a subdued voice. Unless Sara found an extra hundred million dollars, and likely more given that the takeover would drive up the stock price, she wouldn't be able to acquire the shares she needed to secure majority ownership. The race had begun, and meanwhile Sara was essentially out of commission.
With a chill, I remembered what I'd overheard Scott saying on Thursday nightâ“Yes, it's unfortunate, but this can only benefit us.” Had he been talking about Sara? Had Barbara Barnett been on the other end of the phone? That Sara was lying in a bed at UHS, and that she'd been attacked twice in the previous two days, suddenly seemed a little too coincidental for my tastes, Creepy Violent Stalkers notwithstanding. I'd dismissed the possibility of any link between the attacks on Sara and anything that might be going on at the company, fixating instead on Grant Crocker when I wasn't speculating about Gabrielle LeFavre, the Psycho Roommate. But had Barbara been behind them in some way? She seemed too flaky, but the timing of events was too convenient for comfort given how much easier Sara's absence made her run at the company.
I looked from Barbara to Adam Barnett. She was beaming at her son, clearly overjoyed by what she perceived as his righteous ascendance to power, and he was surveying the room as if he owned it.
Which he shortly would, unless I did something about it. And did something soon.
*Â *Â *Â *Â *
The reasoned discussion of succession plans that Brian Mulcahey had envisioned devolved into turmoil. The Porters and Mulcahey were horrified, although they didn't seem to have noticed how fortunate the timing of Sara's injuries was for Barbara and her team's threatened coup d'état. Helene let rip with a few choice words for Barbara, which under other circumstances I'd have been storing up for future use. She had a unique ability to deliver the most devastating of insults without resorting to vulgarity or even raising her voice. Perhaps because of this skill, Barbara Barnett didn't even realize that she was being insulted.
While Helene was decorously savaging Barbara, I was conferring with Mulcahey and Edward Porter.
“I hadn't realized exactly how necessary your presence would be, Rachel,” said Brian. “This financial stuff just isn't my thing. Can you tell us what our options are?”
I still hadn't seen the company charter, but I doubted it would be much help, given that we'd never felt the need to incorporate antitakeover clauses. As things were, there were really only four options that I could think of, and probably not even that many. I briefly summarized them for my listeners.
The first was to find a way for Sara to acquire an additional ten percent of the company, which would involve raising a lot of money, fast. While the Porters were well off, I doubted that their assets would come close to the kind of ready cash we needed, and it was unlikely they'd be able to easily raise such a large sum among their circle of friends. The second was to find a “white knight”âsomeone friendly to Sara who could purchase that ten percent. Given the time frame, I wasn't optimistic about option two, either. The third option, however, was even more unlikely: the odds of convincing Barbara not to sell her shares to her son's consortium were slim given that she'd probably set the entire thing up. But were these odds any slimmer than those for option four? Was it possible to convince Whitaker Jamieson, a man who I well knew to have mogul aspirations, to withdraw his support? Overall, it wasn't the most encouraging of situations.
I scanned the room from the corner in which I was huddled with Mulcahey and Porter. Adam, Scott and the Caped Avenger were busily schmoozing the four “outside” directors. I had little hope that they would vote against a takeover when the time came. Their fiduciary responsibility was to the shareholdersâall of the shareholders. And that meant maximizing the value of the stock. Whoever could pay the most would win.
Helene had finished lambasting Barbara, not that Barbara had seemed to notice. She moved to join her son, flashing her pageant smile at the group on the opposite side of the room.
Helene turned to where I stood with her husband and Mulcahey. “We can't let this happen,” she said. “This company should be Sara's. We can't just let these people take it away from her.” The composure that usually made it difficult to guess her age had fled, replaced by alarm, and she looked every one of her years.
“I won't let it happen,” I promised her, despite the bleakness of the options I'd just sketched out.
Of course, I'd promised her granddaughter the same thing a few days ago, and that hadn't done much good.
Â
Mulcahey managed to restore enough order to adjourn this emergency board meeting and call another one for Monday morning. I had forty-eight hours to figure out our defense. And while I wasn't sanguine about any of the four options I'd outlined earlier, I intended to make it clear to the Barnetts that this deal was far from assured.
People were filing out of the room, and I missed Barbara but hurried to intercept Adam before he could leave. Fortunately, Scott Epson had monopolized the Caped Avenger for the time being, so I was able to get Adam alone.
“Look,” I said, speaking with a confidence that I didn't feel and wishing that I was a foot taller. Adam was hardly an imposing presence, but it would be nice not to have to crane my head up to look him in the eye. “We're going to fight this every inch of the way.”
He shrugged, casually, but I sensed that he was nervous. “I don't see what you can do. We've got my mother's shares and the financing for the rest locked up. Unless you can find someone to outbid us, you're screwed. And Whit has pretty deep pockets, and he's excited about being part of this deal. This is what my mother wants, and she usually gets what she wants.”
“We're not just going to roll over. Tom Barnett's body is barely even coldâ”
“Actually, Dad's body was cremated. âBarely even cold' probably isn't the right phrase.”
The way Adam said this, with an utter lack of effect, made me wonder if he had Asperger's syndrome, but I pressed on, speaking over his words.
“âand the majority shareholder has been incapacitated due to a series of suspicious attacks. Let's just put it this way, I think the police are going to want to know about what's going on here.”
Adam shrugged again, but he swallowed. “Be my guest. But I would think twice before getting on my mother's bad side.”
A
dam left the boardroom and headed down the hallway, leaving me alone in the conference room.
The ornery mood I'd been in when I'd arrived at the meeting had devolved yet further. I was way past ornery. Cantankerous was a distant memory. I'd reached belligerent, and it wasn't pretty.
My cell phone rang, a jarring angry noise, perfectly in keeping with my mood. I dug it out of my bag. “What?” I barked.
“Hi, Rachel. Stan Winslow, here.”
I took a deep breath and counted backward from ten.
“Rachel? You still there, old gal?”
My voice, when I found it, managed to convey just the tone of sunny warmth I was aiming for, even when speaking through gritted teeth. “Hello, Stan. How are you? Are you having a nice weekend?”
“Just wanted to check in with you. I guess you've found out about what my old friend Whitaker Jamieson's been up to. I hope you don't mind my putting Scott on this, but I knew you'd probably have a conflict.” He chuckled. Actually, it sounded more like a cackle.
“It makes perfect sense,” I answered in the same sunny tone while inwardly I began chanting one of my most oft-used mantras.
Must not yell at boss. Must not yell at boss.
“I'm sure you'll both do a great job,” Stan continued. “You know, this is the sort of situation that really separates the partner material from the, er, from theâwell, from the non-partner material.” This was Stan's idea of an inspirational pep talk. I wondered if he was planning a similar conversation with Scott Epson. Or if he'd already had one.
“I hope so,” I agreed.
“Well, good luck. Keep me posted.”
“I'll do that. And thanks for your advice, Stan.” Not that he'd given me any, but he liked to feel needed.
“No problem, old gal.” He hung up, and I threw the phone across the room with a muffled shriek.
Â
It turned out that the Blackberry didn't really appreciate being thrown across the room. It had hit the wall with a loud thwack, but the wall didn't look so hard, and the carpet it landed on was relatively plush. Still, it made a whiny noise when I picked it up, and I had to turn it off and then on again before the annoying sound stopped.
I stowed the device back in my purse and headed upstairs to the executive offices, repeating another oft-used mantra to myself.
Bonus. Bonus. Bonus.
But it was January, and I'd just received my bonus for the previous calendar year. It would be eleven and a half months before I received my next bonus. As incentive pay went, it would be a significant chunk of change, but its motivational powers had a direct correlation with its proximity.
I amended the mantra.
Rachel Benjamin, Partner, Winslow, Brown. Rachel Benjamin, Partner, Winslow, Brown.
But who knew when that would happen?
I stopped in at Brian Mulcahey's office to offer some reassuring words and to scramble up Grenthaler's head of corporate communications. She didn't seem too happy to hear from her boss on a Saturday, but we gave her the instructions she needed to start working on press releases and she promised to get on it. By the time I got outside I was fresh out of mantras, which was just as well, because I required all of my concentration to figure out my next move. I'd lost track of the Porters, so I'd missed out on that potential source of transit. And even if any members of the Barnett contingent had lingered, I could hardly beg a ride from them.
I probably should have called a cab from the lobby, but the freezing air was strangely bracing, so I started walking, thinking I'd find a cab soon enough. I'd forgotten my gloves and scarf, of course, so I turned up the collar of my coat and shoved my hands deep into my pockets, pausing to get my bearings. I was only a few blocks from Mass. Ave., Cambridge's main drag. I'd promised to meet my old roommates at Copley Place in Boston for brunch and shopping, although given everything that was going on, I was probably going to have to skip the shopping part. Sustenance, however, was very much in order.
I trudged along, trying to figure out my plan of attack while keeping my eyes peeled for a cab. I'd only worked on one takeover defense before, in my first year at Winslow, Brown, and that had been on a much larger scaleâone corporate behemoth seeking to swallow another that was nearly as large in a deal valued at more than twenty billion dollars. A team of six from Winslow, Brown had been dispatched to thwart the takeover. We solicited competing bids that drove up the price significantly, although ultimately our client was indeed taken over. Its shareholders, however, were pleased enough with the higher value paid for their shares, and everyone went home happy, including the bankers from Winslow, Brown, who had collected several million in fees for a few weeks' work.
In comparison, this potential takeover was a blip on the radar screen of high finance. And I doubted that Stan would authorize a team of any size from the firm to help me out. I was on my own.
The obvious course was to divide and conquer in some way. As far as I could tell, the weakest link was probably the Caped Avenger. A quick call to the weekend staff in my office yielded his number from my Rolodex, and, swallowing my pride, I left him a message asking him to call me as soon as possible.
That done, I considered the other links in the chain. Appealing to Scott Epson wasn't going to work, even if I could stomach it. He undoubtedly saw this deal as a way to solidify his position with Stan while also making me look badâdefinitely a win/win in his book. Adam Barnett had seemed perfectly happy to let his mother secure him his key to the executive washroom, and Barbara clearly saw the takeover as the fulfillment of her most cherished fantasies for her son. Everything about her screamed stage motherâit was highly unlikely that she was going to do anything that would pull Adam out of the spotlight.
Which made me wonder whether or not I should discuss my suspicions with Detective O'Connell. Surely he'd want to know about the most recent developments? Although, perhaps I was overreacting, jumping to conclusions. The last time I'd done something like that, Peter had been arrested for a murder he didn't commit. Adam had appeared calm when I mentioned my suspicions, but perhaps his nervous swallow was a tell, an indication that he, too, had his concerns about what his mother might have been up to. Still, it wasn't like I had proof of any sort. And only last night I'd called O'Connell to point my finger at Grant Crocker. But the level of coincidence here seemed too much to ignore. O'Connell could laugh at me if he wanted, but it was probably better to tell him than not to tell him.
I consulted the call history on my Blackberry for his number, but the device seemed to have decided to punish me for its mistreatment by eating its phone log. Fortunately, I still had O'Connell's card in my wallet. But no sooner had I retrieved the card than an enormous gust of wind ripped it from my hand.
I let loose with a vulgarity of which Helene Porter most certainly would not have approved, and ran after the card as it skittered along the icy sidewalk. It was nearly in my grasp, and I leaped to catch it, promptly losing my balance and pitching headfirst into the filthy snowbank that lined the street.
“Need some help?” said a voice beside me, proffering a hand in a shearling glove. The voice was familiar, and somehow I wasn't surprised when, after wiping the dirty slush from my face, I found myself looking up into Jonathan Beasley's blue, blue eyes.
“You'reâyou're ubiquitous,” I sputtered.
He laughed and pulled me up to a standing position. “Among other things. Are you all right, though? That was a nasty spill you just took.”
My coat was covered with blackened snow, and I was pretty confident I'd ripped my stockings and that my hair had returned to mop mode. A quick inventory, however, let me know that I didn't seem to have injured myself.
“I'm fine,” I said. “But what are you doing here?”
“I was about to ask you the same thing,” he replied. He pointed over his shoulder. “My condo's right over there.” We were outside a generic but pleasant-looking brick building. “But what brings you to my neighborhood?”
“A board meeting for Grenthaler Media.” It occurred to me that running into Jonathan just now was fortuitous. I could bounce my suspicions about Barbara Barnett off him before potentially embarrassing myself with the police.
“Oh, that's right. Their headquarters are around the corner. Listen, do you need a ride somewhere? I was about to head to the Square. There are a couple of things I need to do in my office. My car's right over there. I was loading it up when I saw you.”
I followed his outstretched arm with my gaze. His Saab was parked across the street.
I hesitated. “I don't want to inconvenience you. I'm actually going in the opposite direction. I'm meeting some friends at Copley Place. But it would be great if you could drop me somewhere where I'm more likely to find a cab.”
“No problem. I'd be happy even to drive you over to Copley, if you'd like. It won't take long.” He took my elbow and began guiding me toward the car.
“No, that's all right. But I am glad I ran into you. I'd love to get your opinion on something.”
“Sure. Anything.” He looked down at me and grinned, and my heart did the proverbial flip accompanied by the familiar tingle. No man who wasn't a movie star or a male model had the right to look this good, especially when I looked as bad as I probably did. “Here, why don't you get in out of the cold while I finish putting my gear in the trunk.” He unlocked the passenger-side door for me and swung it open. I slid in and he shut it after me.
I watched while he went around the back of the car and opened the trunk. Then I watched through the driver's-side window as he came around the other side. His crimson-and-white-striped scarf had come loose, and he knotted it around his neck firmly before stooping to pick up a large duffel bag that he'd left on the curb. The duffel was clearly an antiqueâit bore the logo of the Harvard Men's Ice Hockey Team, and was probably left over from when Jonathan played Varsity and used the oversize bag to carry his pads, stick, helmet and skates. It looked unwieldy, too; he hefted it awkwardly.
It wasn't even eleven in the morning yet, but it had already been a long day. And I'd recently had a faceful of dirty snow, so maybe my vision was clouded.
But I could have sworn that I saw a woman's foot poking out from one end of the duffel.