by Terry Fallis
“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.
“Sarah called me and asked me to stop by.”
“I think I may know why. Come on in.”
When we made it to the living room, Sarah grabbed the manila envelope that was resting on the coffee table and jerked her head toward Dad’s study. The others were mapping out the announcement based on Sarah’s proposed approach. Carlos and I followed Sarah into the study. I closed the door behind me and sat down next to Carlos in front of Dad’s desk. Sarah stood, but leaned against the desk. She pulled out the photos of Carlos taken at the MaxWorldCorp AGM.
“Carlos, what were you doing at the annual meeting of our principal competitor?”
“How did you get these? Are you having me followed?” Carlos asked.
“Of course we’re not having you followed. We think Henderson Watt had the photos taken and then passed them along to me in a plain brown wrapper, like it was a porn video,” Sarah replied. “Carlos, what were you doing at their AGM?”
“Know thine enemy,” replied Carlos.
Then he paused before continuing.
“I was trying to get a sense of them, how they think, how they might have gotten the inside info that allowed them to screw us on the multi-pack launch.”
“So you walked right into their AGM?” Sarah asked.
“It’s an open meeting. You don’t have to be a shareholder to be in the room. You can’t vote of course, but you can go. I went.”
“What’s going on in the photos?” I asked.
“I was recognized and asked to leave. This shot is when I was attempting the charm offensive to avoid being ejected. And this one is when I realized it was failing. I know it looks like we’re pretty chummy in that one, but if they’d sent you a shot taken about five seconds later, they had me in an arm lock and were hustling me out to the parking lot.”
“Well, that’s a relief,” Sarah said.
“Wait a second. Did you think that I might be passing stuff to them?” he asked, incredulous. “Give me some credit, guys. I’ve spent my life here. I could barely stand to be in an auditorium with a MaxWorldCorp logo on the front screen. I felt queasy.”
“We’ve had to be very cautious and make sure we know who our friends are,” Sarah explained.
Satisfied that Carlos was an unwitting pawn in Henderson’s attempt to throw us off his scent, she then spent the next ten minutes bringing Carlos into the fold. He was livid. Borrowing a phrase from my mother, Carlos was ready to rip Henderson’s arm off at the shoulder and beat him over the head with it. I did little to discourage him.
The five of us then huddled for an hour to finalize our plan for the media briefing. The butterflies in my stomach were no longer flying in formation but were locked in an all-out dogfight. By ten that morning, I thought we were ready. Sarah and I decided we’d zip back to her place to change our clothes for the media briefing. Dad walked us to the front door. He was still wearing his pyjamas and silk robe, but he wasn’t heading for bed. And there was an extra spring in his step as the three of us walked out onto the front porch.
“For the first time in, well, ever, it feels like a family business again,” Dad said. “Thank you for caring enough about it to stop me from making what would have been a catastrophic decision.”
It seemed he was making heavier eye contact with Sarah as he said this. I was fine with that. In fact, I was feeling lighter on my feet than I had in a very long time, perhaps ever. As he spoke, Sarah’s eyes glistened.
We climbed into the car. Sarah drove.
“So, um, did Dad talk to you about anything other than …”
She put up her hand to stop me from finishing my question.
“Yes, he told me. Thanks for the heads-up on that,” she said, little bits of sarcasm flying from her words.
“Sarah, I’m sorry, but he gave me explicit instructions not to say a word to you. He insisted on telling you himself. And I guess I decided that was his right. I thought I owed him that.”
She had a faraway look in her eyes as tears made a fleeting appearance until she wiped them away.
“Yes, I know.” She sighed, taking her right hand off the wheel and holding it out to me. I slipped mine in hers and she squeezed. “We’ll worry about that tomorrow. But right now, we have to focus on the media briefing. We at least have some control over the outcome of that.”
“Right. I don’t know what’s more satisfying, stopping Dad from selling off the company or getting to see Henderson Watt take the plunge from his pedestal,” I said.
“Yep. Can’t wait for that. Then we’ll scrape him up off the floor and have security throw him out on his ass,” she replied.
“Well, as you may recall, I know a little something about being thrown out on my ass. It’s no fun, for the ‘throwee,’ but if you’re lucky enough to see it happen to someone else, I gather it can be quite enjoyable.”
“I’m counting on it.”
CHAPTER 15
Dad had called Henderson to explain that he was spending some time with his children that morning and wouldn’t be in until noon. This would have been extraordinarily unusual behaviour for Dad, particularly when the final sale documents still had to be signed before the 1:30 announcement. But Henderson was apparently unperturbed. Dad confirmed the final signing meeting for 12:30 in his office with Henderson Watt and Preston Holdings’ CEO, Tim Withrow.
When Sarah and I returned to the family home, we joined Dad, Carlos, and Michael Kingsley in the study to put the last touche
s on our plan for the final signing meeting with Henderson and Withrow and the subsequent media briefing. I was fairly quiet during the meeting and tried to stay on the periphery of the decision-making. I made a few comments and helped wordsmith a few lines when it was required, but I let the business grown-ups deal with most of it.
Although I could feel myself getting caught up in the drama of it all, I was never inclined, not for an instant, to rethink my chosen career path. I still had no interest in making a career at Hemmingwear. In fact, I was thrilled that in the last twenty-four hours, Dad’s view of his daughter seemed to have changed, and changed completely. I could tell by the way he looked at her when she spoke. I could tell by the way he held his hand up to silence others when she held the floor. I could tell by the way he focused and changed his mind to support her view when divergent ideas were on the table. It also seemed clear that he wasn’t siding with her because she was his own flesh and blood, but rather because she consistently advanced thoughtful and compelling positions with which the opposing arguments simply could not compete. She was winning him over with her brain and her toughness. It was just a coincidence that she was his daughter, and my younger sister. I could feel the family noose that I’d worn since birth loosening around my neck. A warm surge of pride in Sarah germinated in my chest and grew.
I took a minute to fire off an email to Marie to bring her up to date and let her know that I expected to be home that evening. I was missing her.
“Look who I found in the parking lot,” Henderson said as he walked into Dad’s office with Tim Withrow in tow. It was 12:30.
Dad was sitting at the head of the board table. Sarah, Michael Kingsley, Carlos, and I sat along the side to Dad’s left.
“Gentlemen, right on time. Sit down, please,” Dad said, waving them into the two chairs on the side of the table to his right.
If Henderson was surprised or concerned by the lineup facing him across the table, he didn’t let on. Because I was farthest away from him, it was easiest for me to observe him closely without him really noticing. So I did. There were no telltale beads of sweat on Henderson’s forehead, no furrows in his brow. He was one cool customer.
