by Terry Fallis
Tim Withrow opened his big, rectangular lawyer’s briefing case with the pull handle and wheels and lifted out about ten inches of documents, all nicely cerloxed. The multicoloured plastic tabs presumably marked the pages to be signed to turn The Hemmingwear Company over to Preston Holdings and, ultimately, to Phillip Gainsford and MaxWorldCorp.
“All right, here are the docs,” he said as he dropped them on the table with a thud. “Earnest, I believe the protocol is for you to sign first, and then I’ll sign on behalf of Preston. Michael, you can witness them, and then it’s official.”
Dad shoved the documents to our side of the table and turned to Henderson Watt and Tim Withrow.
“Thanks for these. They’ll become interesting souvenirs of this little adventure. I won’t be signing them. We will not be announcing the sale at 1:30 this afternoon, because we do not have a deal.”
Henderson looked momentarily shocked, but then chuckled.
“Good one, EH3,” he said before turning to Tim Withrow. “Just a little eleventh-hour humour. He’s just kidding. We’re all good. Right, EH3? Tell him we’re good.”
Dad was not joking. Dad was not smiling. But I do think Dad was enjoying himself, perhaps for the first time in a long while.
“Have you ever seen me kid before, Mr. Watt?” Dad asked. “And all is most decidedly not ‘good,’ as you so colloquially put it.”
“What’s going on?” Withrow said, alarmed. “You signed an agreement in principle two weeks ago. You shook my hand on it.”
“Yes, I did, but the acquisition is not complete until the final documents are signed. And I’m not signing. There is no deal. Further, that handshake was based on a malevolent and Machiavellian premise that has only just come to light.”
“EH3, I don’t understand, we’ve been working on this for months.” Now Henderson was whining. “It’s natural to have some last-minute misgivings, but this is a fair deal, it’s a good deal. It will save Hemmingwear.”
The next words out of my father’s mouth were delivered in a low, even, almost sinister tone.
“Henderson, I would be very grateful if you would just shut your mouth. Do not say another word until you’re invited to speak.”
Tim Withrow looked as if he’d been shot. The look on Henderson’s face suggested he was in the midst of a prostate examination, which, in my father’s eyes, would probably have seemed fitting. Dad then leaned back in his chair, laced his fingers, and rested his hands on the table in front of him. When the silence became almost excruciating, he raised his eyes to the two men.
“Henderson, we now know that you have direct financial ties to MaxWorldCorp, starting with the lease for your ostentatious new car that is parked just outside.”
“You fucking idiot!” Tim Withrow snapped at Henderson, drawing away from him.
“We now know that your insidious infiltration here at Hemmingwear has been carefully orchestrated to result in the sale of my family’s company as outlined in these documents. We also now know that you, Mr. Withrow, also have a connection to MaxWorldCorp.”
On cue, Sarah pulled the mysterious MaxWorldCorp AGM photos from their envelope and pushed them across to Tim Withrow, pointing out his partially obscured face in the shots. She then turned to Henderson Watt.
“You should have taken a closer look at these pictures before trying to impugn Carlos’s motives,” Sarah said. “Not very smart. But thank you very much for getting them to us.”
“I have no idea what you’re talking about,” Henderson replied.
“Yeah, right,” Sarah said.
“I’m not listening to any more of this bullshit,” Withrow said as he pushed back his chair and stood.
“Oh, I think it is in your own personal legal interests to stay just a little longer before you slink away,” Michael Kingsley interjected.
Withrow’s eyes narrowed, but he sank back into his chair.
“Thank you, Michael,” Dad said before continuing. “Where was I? Oh yes, we now know that Preston Holdings, despite great efforts to obscure the trail, is actually owned and controlled by Phillip Gainsford and MaxWorldCorp.”
Sarah then stood and spread out her hand-drawn diagram showing the complex but unmistakable link between Preston and MaxWorldCorp. Both men went white.
“I’m almost done, so bear with me,” Dad continued. “We also now know that the two of you just met for lunch in New York, in contravention of my directive that I be involved in all discussions with Preston. Now I know what you’re thinking. Having lunch is not against the law. You’re right. But the photos and the audio recordings we have secured certainly help to establish the basis, the opportunity, and some compelling evidence for a charge of corporate espionage.”
As planned, I slid my cellphone across the table with the photo of them both on the screen.
“EH3, please, this is ridic –” Henderson said.
“Shut up, Henderson. It’s still not yet your turn to speak,” my father replied, holding his hand up. “The depths to which you stooped to put yourself in this position leave me feeling physically ill.”
Henderson followed Dad’s eyes as they both glanced at Sarah.
“Clearly you abandoned your moral compass a long time ago, if you ever had one. Mr. Kingsley here will now explain the legal ramifications of your predicament.”
Michael Kingsley pulled two documents from a file folder and slid them over to Tim Withrow and Henderson Watt. They both picked them up and started reading. They were obviously worried, though both tried to hide it. It’s hard not to look scared when all the colour has drained from your face and there are legal papers in your hands.
“Gentlemen, the briefing notes you are holding outline how you have both systematically and purposefully breached the laws of this state and nation, exactly when you breached them, and what the standard range of penalties normally associated with such offences might be expected to be meted out by a fair-minded judge. You’ll note that some of them are in fact criminal offences.”
Both men were listening very carefully now.
“Under normal circumstances, federal and state authorities would be called in and you, gentlemen, would be led away right about now. But instead, in a few minutes, we are going to allow you both to get up, walk out that door, and never come back. As corporate counsel to The Hemmingwear Company, I am officially informing you that we have not yet determined if or when we might pursue legal action against MaxWorldCorp and/or you as individuals. When you, or your lawyers, review the evidence we already have in our possession, notwithstanding the reams of further evidence a formal investigation would certainly uncover, you will conclude, as we already have, that the courts would hand Hemmingwear a landmark and precedent-setting victory. It’s hard to predict precisely where you two would end up, but needless to say, it would not be a happy place. You may keep the briefing notes as a reminder of what evidence we already have in hand at this very early stage. You will obviously be informed should we determine that legal action is in our best interests. When and if we decide to pursue this further, it certainly will not be in your best interests. One day, there could be a knock at your door, and papers will be served. Just to note that the statute of limitations on such offences is very, very long indeed, so we have plenty of time to make a decision.”
Michael nodded at my father. He was done.
“Sleep well, gentlemen, and please leave right now.”
Carlos got up then, as we’d agreed, and opened the door. Two burly security guards were standing on the other side. Henderson Watt and Tim Withrow said nothing, did not look at each other, and did not look back at us as they departed. Carlos closed the door.
“Well, I think that went rather well,” said my father.
He then shook his head and started to chuckle. Yes, I’d call it a chuckle well on the way to a full-on laugh. It was a sound I honestly could not remember ever hearing. I know that sounds odd, but it’s true. Sarah laughed along with him.
I walked over to t
he window overlooking the parking lot for a parting view of that beautiful Mercedes. I watched as Henderson Watt and Tim Withrow, both clearly distraught and arguing openly, jumped into the Benz and squealed out the front gate, narrowly missing a satellite truck arriving for the media briefing. What gall. They’d actually driven in for the final signing meeting together. Unbelievable audacity.
When I looked around, my father was giving Sarah a hug. That was almost as rare as hearing him laugh. Sarah looked flabbergasted. He then turned to me. We didn’t hug, but he shook my hand while gripping my arm with his other hand. I took it to mean that he intended to convey deeper feelings than those inherent in the garden-variety handshake.
“Thank you,” he whispered.
By 1:20, the large corporate boardroom down the hall from Dad’s office was packed with local and business media. The huge table had been removed and replaced by theatre-style row seating. There were six cameras mounted on tripods lined up at the back. About fifteen journalists sat patiently awaiting the start of the proceedings. Carlos, Michael Kingsley, and I stood along the wall on the side. At 1:30, my father and sister entered. He went directly to the podium that stood on a riser at the front of the room, while she stood a little off to the side. Showtime.
“Welcome and thank you all for coming this afternoon. I’m Earnest Hemmingway. I hope after nearly a century of manufacturing here in the U.S. I no longer have to say ‘no relation’ when I say my own name,” he said, using an old line that pushed him to the very limits of his sense of humour.
He paused to let the nonexistent laughter fade and then continued.
“This is a very important day in the life of Hemmingwear. In fact, I think it’s as important as the day in 1916 when my grandfather founded this company. In a way, today marks the rebirth of Hemmingwear. Some of you have undoubtedly heard rumours of a takeover or a merger. To be fair, there were certainly offers and opportunities but in the end I, um, we simply weren’t thrilled with the idea of giving up a family company that’s been a leader in the market for nearly a hundred years. It just did not feel like the right path to pursue. We’ve certainly had a rough few years, and without changing our ways, I think we can all agree that the prospects are not exactly rosy in this competitive climate. But there will be no sale of the company. Hemmingwear will be staying right where it belongs, in the hands of the Hemmingway family. But we do have an important announcement about the future of the company. Well, we are in fact about to change our ways to carry us into a new future. I’ll now turn it over to Sarah Hemmingway, my daughter, who will lead us all through the strategy that will strengthen and reposition Hemmingway for continued growth and prosperity in the coming years. Sarah?”
Dad moved off the riser and took a seat in the front row. The stage was hers.
“Thank you, um, thanks,” she stumbled, barely avoiding saying “Dad,” which, under the circumstances, I don’t really think would have been so bad.
“Thank you for coming. I’ll be brief. This is actually rather a simple story. From the very beginning, Hemmingwear has manufactured high-quality men’s underwear in a very narrow range of styles at a single large and fully integrated facility on this site. Our close proximity to this country’s largest rail hub offers very economical continental distribution. In fact, in the beginning, our workers merely pushed wagons filled with product to a rail spur about fifty yards away. All of this has allowed us to maximize economies of scale in the manufacturing process and strike that sometimes elusive balance between product quality and price. All these factors were in place at Hemmingwear by 1920, and they remain at the core of our longevity today. But we are in a new century, with new demands, new challenges, and, yes, new threats. Today, while we honour Hemmingwear’s history, we seize the opportunity to secure our future.”
Very nice. She had not a note in front of her, and this allowed her to make eye contact with each of the reporters assembled in front of her. I watched Dad as she spoke, and he was clearly impressed, perhaps even moved.
“In the coming months, Hemmingwear will introduce some product changes that, taken together, represent a significant but imperative departure from our past. While keeping the company name, we’ll modernize our brand and add some much-needed colour to our products. Most significantly …”
Sarah looked down for an instant to take a deep breath, but then lifted her head to barrel ahead.
“Most significantly, at the earliest opportunity, Hemmingwear will introduce a line of products for women and girls so that the other half of the population finally has access to the same quality and comfort that only men have enjoyed since 1916. We’ve known for years that women have been buying and wearing the products Hemmingwear makes for men. Well, we think it’s time women and girls have their own line of underwear, designed just for them. The way our manufacturing lines are configured allows us to add a new shift to handle the women’s product line without compromising in any way the manufacture of the men’s line. We’ll be creating new jobs and preserving the economies of scale that have kept us competitive for so many decades.”
She paused again before wrapping up.
“So in summary, we’re preserving the very best parts of Hemmingwear’s history – a still-narrow product line, efficient manufacturing and distribution, market-leading comfort and quality – and we’re adding colour, more contemporary and fashionable branding, and a new line of products for women and girls, effectively doubling our potential customer base. That is the strategy that will sustain Hemmingwear’s leadership in an increasingly competitive market.
“I’m happy to respond to your questions.”
The plan had been for Dad to rejoin Sarah at the podium for the Q&A period. She glanced over at him, but he just stayed put and waved his hand for her to handle it.
A reporter stood and raised his hand. Sarah nodded his way.
“Peter Mercer, Chicago Trib. We heard very strong rumours from some very solid sources that you had done a deal with a group called Preston Holdings for the sale of Hemmingwear. Was that ever true?”
“Peter, as we were mapping out the future of the company, we ended up having many conversations with many different players. I’m comfortable saying that we even got some ways down the road with one potential suitor, but we just never felt completely comfortable with giving up what has been in the family for so long. So we’ve decided to chart a new course, our own course.”
“So there was a deal on the table,” he persisted.
“It’s not a deal until the paperwork is signed and the parties shake hands. That never happened.”
There were several more questions that she skillfully parried or answered, as the situation required. When it was clear that the proceedings were winding down, my father finally stood and stepped up to the podium. Sarah sat down in the chair Dad had just made available.
“Thank you, Sarah,” he began. “Just before we close, I have one other announcement to make of a more personal nature, though it does bear on the company. I will taking what I expect will be a six-month sabbatical from the company to deal with a medical issue that we all expect to be successfully resolved. Until my return, Sarah Hemmingway will be acting CEO, with the loyal support of Carlos Mendez. And that’s all I’ll be saying about this situation. Thank you all for coming.”
From my angle, I could watch Sarah’s reaction while the reporters really could not. That was a good thing. Clearly, Dad had made the call during the media briefing. I wasn’t surprised. Dad’s view of his daughter had come a long way in the last twenty-four hours. When he made his announcement, Sarah’s eyes widened, but she recovered quickly. She glanced at Carlos. He was grinning at her and nodding his head slowly.
A number of reporters conducted one-on-ones with Dad or Sarah after the formal briefing concluded. When the boardroom door closed on the last journalist, I grabbed Sarah in a bear hug. Carlos made it a threesome. Well, you know what I mean.
“You were amazing! So confident, so articulate, and so th
oughtful. You absolutely nailed it!” I said and meant it.
Dad just beamed. And trust me, never before have the words “Dad” and “beamed” lined up in the same sentence.
“I was so nervous, I thought I was going to pass out,” she replied.
“You’re kidding?” I said, genuinely shocked. “Well, you looked and sounded like you were born to do this.”
“Yes, you certainly, did,” agreed Dad. “I’m just sorry it’s taken me so long to see, as your brother has so appropriately put it, that perhaps you really were born to do this.”
“All right, enough reflecting and contemplating, we have a lot of work to do,” Sarah said.
Two days later, I picked up Mario out in front of his home.
“Are you ready?” I asked him as he slid into the driver’s seat I’d just vacated.
“No, I’m terrified!”
“Why, you’ve been doing great. You’ve got this! This is your time,” I said. “I can feel it.”
He put his seat belt on, adjusted his mirrors, sighed heavily, checked his blind spot, and then turned the wheel to pull out into traffic. We did not pull out into traffic.
“Sorry, Mario, but I turned the car off when I pulled up,” I explained. “You’ll have to turn the key.”
“You see! I can’t do this!”
“Of course you can. I always forget to start the car. It’s a very common mistake. And it’s one of the safer driving errors you can make. Now come on, you’ve got this. I know you do. Let’s go.”
I hoped Mario could not see through my misplaced enthusiasm. I was a little nervous letting Mario take his road test in my G35, but it was the logical decision. It made no sense to have the DMV examiner climb into the front seat of Hat’s dilapidated equipment-packed van, the only other vehicle Mario had recently driven. We made it to the DMV without incident. I’ve chosen not to categorize as “incidents” things like cutting off a bus and then nearly running down an elderly pedestrian who saved himself through quite impressive and athletic evasive action for a man his age.
