That was it. FairSystems was in play.
‘In play’ is merchant banking jargon. It means that a company is vulnerable to takeover and a potential predator has publicly signalled his interest. It means that if anyone wants to buy the target company, they had better declare themselves. It is an apt term. Big companies and Wall Street arbitrageurs play with the target company’s stock price, and ultimately its future. It is very rare for a company in play to remain independent.
But that is what I was determined FairSystems would do.
I told David what Jenson had said. I called Rachel and Willie into my office, and told them too. I told them I was determined to keep FairSystems independent. Rachel nodded, Willie looked worried. David just smiled. That disconcerted me. It meant he didn’t think I stood a chance.
I called Sorenson in California. His secretary said he was actually in London on business, and gave me the number of the Hyde Park Hotel where he was staying. Fortunately, he was in when I called. I told him the news.
Sorenson took it in his stride. His deep American accent powered down the lines, unruffled, in control. ‘Good. This is just the opportunity we’ve been looking for. It will move the stock price up. Let’s tell Wagner Phillips to get a move on. If they can find us a buyer now, we can keep control of the process and find the best price and the best fit.’
It made sense, but I wouldn’t do it. I couldn’t stall Sorenson any longer.
‘No.’
There was a pause. When the line came to life again, Sorenson’s voice was still calm. ‘Why do you say no, Mark?’
‘Because I want to keep the company independent.’
‘I’d like that too,’ said Sorenson reasonably. ‘But it just can’t be done. There comes a time when you’ve got to punt. FairSystems will be history in three weeks unless we do something. At least this way we stay in the game. Really, Mark, we have no choice.’
‘My father and I can block a sale,’ I said. ‘I will not sell out.’ My voice was as firm as I could make it.
Sorenson sighed. ‘Is that your last word, Mark?’
I suddenly felt wary. Sorenson’s voice was not threatening, but nonetheless he was warning me not to cross him. ‘Yes,’ I said.
‘OK, I’ll call you tomorrow. I’m disappointed in you, Mark.’ He was gone.
I wondered what would happen next.
20
The answer was waiting on my desk the next morning.
It was a fax from Burns Stephens, FairSystems’ lawyers. It announced that an extraordinary general meeting was to be called the next Tuesday at the offices of Burns Stephens in Edinburgh. A motion to remove myself as managing director would be put forward. The letter said that it was in all the shareholders’ interests to sell the company as a priority, and I had declared myself completely opposed to this course of action. It was signed by Walter Sorenson as chairman, and the only other non-executive director, Nigel Young.
Attached to it was a form waiving the shareholders’ rights to twenty-one days’ notice of an EGM with an explanation that such a delay would not be in the best interests of the company, whatever the result of the meeting.
I called Willie and Rachel into my office, and asked Willie to bring the company’s articles of association.
I showed them the fax. Willie’s ever-present frown deepened.
‘Can he do this?’ asked Rachel.
I raised my eyebrows at Willie.
He burrowed through his papers. ‘I think he can. We had to change the articles of association when we did the Initial Public Offering last year. It gives the non-executive directors powers to call an extraordinary general meeting to remove executive directors if they believe those directors are acting against the interests of public shareholders.’ He stopped at a page, and scanned it quickly. ‘Yes, here it is.’
‘And what’s this waiver?’
‘Technically, there should be twenty-one days’ notice before an EGM is held. Here they’re asking for only six. But if enough shareholders object then they will have to wait the three weeks.’
I thought about that for a moment. Sorenson was right. If there was going to be uncertainty over the management of the company, the sooner it was resolved the better. ‘No, six days is fine,’ I said. ‘But what happens at the EGM?’
‘The motion is put to shareholders, and they vote. A simple majority will suffice for the motion to be carried. Most of them will vote by proxy, of course.’
‘So as long as I can count on just over fifty per cent of the vote, then I keep my job?’
‘That’s right,’ said Willie. ‘I’ve got a list of major shareholders. Shall I go and get it?’
I nodded, and Willie scurried out.
I looked at Rachel. ‘This is not going to be easy,’ I said.
She gave me a half smile. ‘I appreciate you trying.’
‘I want this company to remain independent as much as you do.’
Another half smile touched her lips.
Willie returned with a summary of the shareholding. It ran as follows:
Mark Fairfax 23.75%
Dr Geoffrey Fairfax 20.0
Walter Sorenson 4.0
Karen Chilcott 3.75
Rachel Walker 3.5
David Baker 2.0
William Duncan 1.0
FairSystems employees 2.0
Publicly held 40.0
Total 100%
I pointed to the publicly held figure of forty per cent. ‘What do we know about these?’
‘Not much more than when you asked me last time,’ said Willie. ‘Except, of course, that we know Jenson has five point seven per cent according to the thirteen D he filed yesterday. All the others are nominees.’
‘Frank Hartman chief among them,’ I muttered.
‘Who’s he?’ Willie asked.
‘An arbitrageur who’s been accumulating our stock.’
Willie grimaced.
‘Now, how does this stack up?’ I grabbed a piece of paper and wrote two columns: SALE and NO SALE.
I put Sorenson, Baker and all the publicly held stock in the SALE column. I was sure Wagner would recommend a sale to his clients, and I saw no reason why Jenson, or Hartman or whoever else owned the stock would think differently.
In the NO SALE column I put myself, Rachel, my father and Karen.
‘Put the employees there too,’ said Rachel.
‘Really?’
‘They’ll back you, you’ll see,’ she said.
‘OK.’ I wrote them in. ‘Willie?’
He was plunged into deep, deep confusion. ‘Ooh, I don’t know, Mark. I mean I’d like to support you. But Walter is right about the cash situation. It’s very risky not to sell. I don’t know.’
I looked at him and smiled. It was unrealistic to expect Willie to take the high-risk option, and he didn’t really owe me any personal loyalty. So I put him in the SALE column.
He saw what I was doing, looked embarrassed, but didn’t stop me.
Rachel totted the numbers up in her head. She sighed with relief. ‘Well, we’re all right then. I make it forty-seven per cent for a sale and fifty-three per cent against.’
I wasn’t so sure. ‘It depends on him.’ I pointed to my father’s name.
‘He’ll support you, surely. He’s always been against a sale, hasn’t he?’
‘I don’t know. We’re not exactly close. And he puts a lot of store by what Sorenson says. I’ll have to talk to him.’
‘Well, if he’s with us, we’re there.’
They left me. I wasn’t concerned that Willie wanted to maintain his neutrality. As finance director it made sense. And I was sure of Rachel’s support.
I wasn’t so sure of my father. Unless I had his support, I couldn’t count on fifty per cent.
So, I called him. He had indeed spoken to Sorenson the previous night, and agreed with him that the company should be sold. He regretted that I would be removed, and his regrets sounded genuine. I said I wanted to talk to him face to fa
ce. He said I was welcome to try to persuade him, but it wouldn’t make any difference. We agreed to meet at the King’s Arms in Oxford at twelve the next day.
Sorenson called that afternoon. He said that he didn’t hold anything against me in person, but as chairman he had to act in the best interests of the shareholders. If I changed my mind, he would be happy to recommend keeping me on. He said he would see me in Edinburgh for the EGM. I was polite, but said my views hadn’t changed.
On my way out, I bumped into David Baker. He was coming the other way down the corridor. He couldn’t avoid me.
‘You must be pleased, David,’ I said, unable to keep the bitterness from my voice. ‘A chance to become MD at last.’
David held his hands up in a gesture of innocence. ‘Hey, I didn’t ask for it. It was Walter’s suggestion. But, frankly, it’s the only course of action that makes sense.’
He frowned and pushed past me. The arrogant sod!
I spoke to Karen that night. Our phone conversation on Sunday still rankled. Also, the effects of my day with Rachel hadn’t worn off. I wanted to straighten things out, to make up. She seemed to feel the same way.
I told her about the meeting Sorenson had called to oust me as managing director.
She was sympathetic. ‘Oh, Mark, that’s awful. But you’re the biggest shareholder. Can’t you just vote against him?’
‘I’ve done the sums. It’s not that easy. I need my father to vote with me. When I spoke to him today, he didn’t sound too positive about that. In fact, I’d say he sounded quite negative.’
Then I asked the question that had been nagging at me ever since I had gone over the voting numbers with Rachel and Willie. ‘You’ll vote for me, won’t you?’
‘Of course I will.’
I was hugely relieved. ‘Thank you. I knew you would, but it’s just good to be sure.’
‘Don’t worry.’
‘How about coming up to Kirkhaven this weekend?’
‘I’d love to, Mark, really I would. But I’m playing tennis with Heather on Sunday morning.’
‘Karen, I really think you should come,’ I said firmly. ‘We haven’t spent much time together recently, and it’s bad for us. I would like you to come.’
There was silence for a moment. ‘Yes, why not? I can cancel Heather.’
‘Great! Get the ten o’clock shuttle. I’ll meet you at the airport.’
I didn’t tell her about getting my head bashed in. With the EGM looming, I didn’t want her worried about my safety.
There is a quiet bar at the back of the King’s Arms at the end of Broad Street that is frequented by dons and college porters. They usually drink alone, sometimes exchanging a couple of words, enough to show comradeship, not enough to disturb a pleasant pint and a smoke. I knew that my father had been an occasional visitor many years before.
I bought myself a pint of bitter, and him a half, and we sat facing each other across a small table.
He was on edge. Nervous, but not hostile. He was paler than when I had last seen him. He didn’t look any better than he had at Richard’s funeral. Underneath the nerves, his eyes seemed listless, almost dead.
‘Thank you for seeing me,’ I said.
He held up his hand. ‘No, no. Thank you for coming down.’ He paused, looking down into his beer. He sighed. ‘I’m sorry about the vote next Tuesday. Please don’t take it as a lack of support for you. I just know when to give up. Walter went through the options, and basically there are none. We have no choice. We’re beaten.’
And he looked beaten. Grey-faced, shoulders slumped, he looked six inches smaller than I remembered him all those years before, and twenty years older.
‘You yourself said that FairSystems was all that was left of Richard. That we owed it to him to keep it going,’ I urged.
Dad nodded. ‘Yes, I know I did. But that was just a romantic notion.’ He spoke slowly, his voice beaten down by despair into an expressionless drone. ‘Richard is dead now. There’s nothing we can do about that. If FairSystems has to be sold, so be it. Neither you nor I can fight it.’
‘Yes we can,’ I said, with an intensity that startled him. I leaned forward. ‘Did Richard ever tell you about his dreams of a virtual reality system on every desk?’
Dad smiled wanly, remembering. ‘All the time.’
‘Do you know how close he was?’
‘He always said he was very close.’
‘Well he was. Only four months away, in fact.’ I ran through Project Platform. It was still very confidential, but I needed to use everything I could to persuade my father. He may be an other-worldly don, but he’s intelligent. He picked up on the consequences right away. I thought I detected a gleam in his eye that had not been there before.
Then it disappeared. ‘It’s a shame Richard isn’t alive to see it.’
‘But I am, Dad, I am!’ I grabbed his arm, willing him to follow me. ‘If you won’t do it for Richard, do it for me. This is so important to me. It’s the most important thing in my life just now. Please support me. Please.’
He glanced up at me. I saw in his eyes a whole mixture of emotions: indecision, uncertainty, mistrust of a son who had rejected him for ten years. He was also assessing me. What he saw, and how he felt about it, I could not tell.
‘About your mother . . .’ he began.
‘Not now, Dad.’
‘Yes, now!’ he said, his voice suddenly full of urgency. ‘You want me to do something for you. Well, I want you to do something for me. Let me talk about her. You’ve never given me a chance to explain.’
I stared at him. He was right, I supposed. I sat back in my chair, arms folded, reluctantly ready to listen.
‘I loved your mother. She was so vital, so passionate, so alive. But she wasn’t always easy to live with. You must remember the rows we had?’
I nodded. I did. And I had to admit that the majority had been started by her. But they had been over quickly, and she had been sunny, warm and loving again. My father had just brooded for years.
‘I tried so hard,’ Dad said, ‘but we never got anywhere. And then I met Frances and we fell in love.’
I wasn’t impressed. This was my mother he had abandoned. ‘And then Mama died,’ I said.
Dad flinched. ‘Yes, she died. And, yes, I did feel guilty. And I had done wrong. I knew it at the time, and I know it now. But can’t you forgive me?’
‘Why?’ I said, arms crossed. Of course I had thought about forgiving him many times in the past. I had been tempted. But each time I had turned away from it. It would have been disloyal to my mother, and that was quite simply something I was not prepared to be.
My father hesitated, looking down into his drink. He coughed. ‘There’s something I feel I ought to tell you, Mark. It’s not very pleasant, but it’s something you ought to know.’
I waited, listening.
‘Your mother wasn’t always faithful herself.’
The anger leapt inside me. ‘Dad! You can’t say that!’
He nodded sadly. ‘It’s true.’
‘I don’t believe you.’
‘It happened at least three times that I’m aware of. Once with someone you know.’
‘Oh yes? Who?’
‘Walter.’
‘Walter Sorenson? Don’t be ridiculous!’
‘I’m not being ridiculous! It was when we were at Stanford. You were just two.’
‘So you think Sorenson had an affair with Mama?’
‘I’m sure he did. He used to do that sort of thing quite regularly. I think he still does.’
‘But you and he are best buddies.’
My father nodded. ‘That’s right. Or at least we are now.’
‘But what about what he did to you?’
I looked at my father in confusion. He didn’t answer right away, but I saw it coming.
‘It took a long time, but eventually I forgave him.’
My mind was doing somersaults. I felt the certainties behind my hatred for my father
being shaken. How could my beautiful mother have been unfaithful? My father was the monster of the family. Yet I knew he was telling the truth. I saw the broken old man in front of me, and I felt a rush of sympathy for him.
Sympathy was followed by guilt. He had forgiven the man who had taken his wife. And yet I hadn’t forgiven him, my own father. Then the old certainty came back. He had abandoned my mother to die. Now he was trying to manipulate my feelings. Well he wouldn’t succeed, I couldn’t let him. I had to leave. Now.
I put down my glass. ‘OK, well, thank you for seeing me,’ I mumbled. ‘I’ve really got to go now.’ I stood up, avoiding his eyes. ‘Bye, Dad,’ I said and stumbled out of the pub.
I met Karen at Edinburgh airport at 11.15 on Saturday morning. I was looking forward to the weekend. She had only been up once, and that was for Richard’s funeral. It had been a mistake not to let her see this side of my life properly before. I wanted to show her Kirkhaven and the factory at Glenrothes. I tried to put last week’s attack out of my mind, and convince myself that we would be safe. I certainly didn’t want to tell her anything about it; it would hardly help boost her confidence in my staying on at FairSystems.
I had returned from Oxford on Thursday night depressed. It would have been worth travelling all that way for a half hour conversation if the result had been that my father would vote for me. But now I thought that unlikely. The whole thing had got caught up in that discussion about my mother that had left me agitated and confused. I suspected it had left my father disappointed.
Still, I forgot all that as I saw Karen hurry towards me. She hugged and kissed me, and shivered in the crisp Scottish air. ‘OK, let’s go,’ she said.
She settled comfortably into the BMW. ‘I do like this car,’ she said. ‘It’s a shame you keep it up here now. I miss it.’
We drove out of the airport and north across the Forth Road Bridge, past the mine-scarred landscape around Cowdenbeath and Kirkcaldy, and on towards the East Fife coastline. An hour later, we nudged down the narrow streets of Kirkhaven, and pulled up outside Inch Lodge.
‘We’re here,’ I said, and showed her into the house.
‘Can I have a look round? I didn’t see very much of it when I was up for the funeral.’
Trading Reality Page 28
