Takeover

by Brian Freemantle

  “I haven’t been given any indication upon what Snaith and his bank are basing this demand,” said Buckland. “It can only be the damned gambling matter.”

  Condway and Penhardy stared directly at him, waiting. Rudd and Prince Faysel were waiting too. Gore-Pelham appeared occupied in the photographs around the walls. Why the hell were they treating him with this sort of suspicion? Where was the lunch-table loyalty, after he’d single-handedly solved the biggest problem to confront the company for years? “I know of nothing upon which Haffaford’s can base any accusation about my unfitness to continue as an officer of this company,” he said, rigidly formal.

  “Glad to hear it,” said Condway. “You can understand my concern, of course.”

  “No, George,” said Buckland stiffly. “After the years you have been associated with this company and with me, I can’t.”

  “I don’t think we should degenerate into any sort of argument, certainly not before we know what’s happening,” intervened Penhardy quickly.

  “Essential we all keep cool heads,” endorsed Gore-Pelham, turning away from his photographic study. “Nothing’s going to be achieved by squabbling among ourselves.”

  “It was precisely to avoid that – and to advise Mr Rudd – that I asked you here before the meeting,” said Buckland, still formal. “I must say I’m surprised at the attitudes that have emerged.”

  “Not attitudes, Ian,” said Condway. “Caution. Every right to be cautious.”

  Buckland turned to the American. “You have my apologies,” he said. “This can’t be creating a very favourable impression.”

  “I’m no stranger to boardroom disputes,” said Rudd. He wondered what Morrison would have done if the old man had found him with his hand in the till?

  Buckland looked pointedly at his watch. “Let’s hope this one can be quickly dispensed with,” he said, rising. He led the way into the adjoining boardroom. Snaith and Smallwood were already there, waiting. Buckland nodded towards them. The two men nodded back. The directors who had been in Buckland’s office assembled around the table and Buckland turned expectantly to Snaith.

  The merchant banker rose, a bound document in his hand. “This extraordinary board meeting is called under the provision of Section 14 of the company’s Articles of Formation, originally dated January 1897, and revised in May 1962.” He looked up as if he were expecting some interruption and when there was none he added, “Section 14 remained unaltered in the revision. It allows a minimum of two directors to question the behaviour and fitness of any other director or directors to continue in office, if in the opinion of those directors there have been one or more actions affecting the proper running of Buckland House holding company or any of its subsidiaries.”

  Snaith swallowed at the end of the recitation. Then he said, “As I have already indicated, I am the complainant, supported by Smallwood. The fitness I question is that of our chairman, Sir Ian Buckland. I believe his behaviour risks bringing this board into disrepute and it is my intention to call upon him to resign.”

  The merchant banker spoke slowly and assuredly and Buckland felt the anger burn within him. He consciously tried to control it. If he were to rebut whatever attack Snaith intended making, then he had to remain composed. Another piece of advice from his father: if you lose your temper in a business discussion, then you lose the discussion.

  “Upon what grounds?” he demanded. He was pleased at the calmness that appeared to be in his voice.

  “In May of this year a company cheque for £635,000 was issued to Leinman Properties,” began Snaith. “It was subsequently found to have been used to settle a gambling debt incurred by the chairman.…”

  Buckland felt the relief spread through him, replacing the earlier anger; dogs worrying a bone, he thought again; a bone without any meat on it. He interrupted, “… who subsequently apologized to this board for an oversight, explained the bona fide circumstances, repaid it in full and in addition paid into the company something like £71,000 in full interest.” Buckland stared around the boardroom table, moving the documents before him impatiently. “This has all been fully discussed at previous meetings. Does anyone here see the need for this pointless repetition?”

  “The repetition isn’t pointless,” insisted Snaith. “You asked for the grounds and I’m setting them out, in full. Because the gambling debt was the first, I itemized it first.”

  Buckland felt a coldness, deep in his stomach. To his right Lord Condway shifted his position.

  “As the chairman has reminded us,” continued Snaith, “the sum was repaid, with interest.” He hesitated raising his eyes towards Buckland. “It was accompanied by an assurance that it was an oversight, an assurance this board felt should be accepted. There was also the undertaking that such things would not occur again.”

  “Are you suggesting that they have?” demanded Buckland.

  Snaith took up a fresh sheet of paper. “At the discussion concerning the year’s trading and annual dividend, an in-term audit was agreed. Six weeks ago, that audit picked up a sum of £150,000 paid to Sir Ian Buckland, designated as director’s remuneration.”

  “What’s questionable about that?” demanded Buckland “The chairman and directors’ remuneration is assessed agains the dividend to be declared, in addition to the fixed sum. The dividend was agreed and the sum in question was easily calculable.” Damn Tommy Ellerby for pressing him for the settlement of that £120,000, he thought.

  “It has to be determined by a directors’ vote,” rejected Snaith. “That vote has yet to be taken.”

  “An absolute technicality!” protested Gore-Pelham and Buckland nodded gratefully to his friend. Gore-Pelham went on, “He’s entitled to a payment of £150,000, just as we’re all entitled to our remuneration. To quibble about whether or not a minute has been properly recorded is hair-splitting. It certainly doesn’t justify the embarrassment being created in this room this morning.

  “Hear, hear,” said Penhardy.

  “It is improper,” said Snaith.

  “So’s parking on a yellow line,” said Gore-Pelham dismissively.

  “I consider paying himself in advance of the directors’ agreement to be a contravention of responsible directorial behaviour, whether it is a technicality or not,” said Snaith stubbornly. “I make that the second ground for my demand.”

  Buckland regarded the merchant banker apprehensively. So far he knew the board were with him – just – but the man had indicated he wasn’t finished. Snaith stared back up the table at him. “There has already been a reference to embarrassment,” he said. “Perhaps the chairman would like to explain to this board the arrangements for the occupancy of the mews house off Sloane Street which is nominally assigned in the holding company records as belonging to our Far East division.”

  Buckland felt the flush spreading from his neck to his face. Every eye was upon him, every face expressionless. Purposely he widened his own eyes so that his colouring should be construed as outrage and said, “Have I been subjected to some sort of private enquiry … an investigation by some scruffy little man in a dirty raincoat!”

  The response appeared to off-balance Snaith. He said awkwardly, “Information came into the hands of my bank.”

  “What sort of information!” shouted Buckland. The feigned outrage had been clever quick-thinking: his stomach was in turmoil. Thank God he’d decided to be careful.

  “Of its occupancy by a woman. Of the presence outside, on numerous occasions, of cars registered in your name.”

  Snaith had spoken of holding company records: so they’d missed it! He was hanging over the biggest precipice ever, but he could still manage to claw back. He held the merchant banker’s eyes, knowing this would look like the demeanour of an innocent, wrongly accused man. “I am offended,” he said. “I am offended and insulted at the implication being made in this boardroom today. And I am outraged that I have obviously been the object of some guttersnipe investigation from a company, a merchant bank, that I be
lieved to be one of integrity.…”

  Buckland went from face to face surrounding him at the table: it was impossible to gauge their reaction but he thought he was doing well.

  He continued. “The mews house referred to is being occupied by Lady Fiona Harvey. Lady Harvey is a family friend .…” He paused, purposely. “A friend of both myself and my wife. For the past two months she has been occupying the house while looking for accommodation in London. If people who are so intent upon investigation were to investigate properly, they would find in the Far East division file a letter dated July this year, from myself to our division chairman, advising him of that occupancy but asking him to let me know if ever it is his wish to take up the tenancy during a visit to this country, to enable her to move. They would also find his response, agreeing to the occupancy. That is dated, as far as I can recollect, in August. A further, proper, fair investigation would also reveal arrangements for a standing order payment, which I have insisted Lady Harvey makes, of a rental of £120 a week, the proper market value, into the account of the Far East division.…” Buckland hesitated again, watching the faces. He didn’t know Rudd or Faysel sufficiently well to be sure, but he judged Condway, Penhardy and Gore-Pelham to be with him. He coughed. “There has been an obscene innuendo concerning the presence of my car outside the house. I do not consider it necessary for me to justify my private life to this board, but as the matter has been raised I have no hesitation in doing so. As I have said, Lady Harvey is a friend of the family. And as a friend, she has been allowed full access and use of vehicles belonging to my wife and I whenever she has wanted them.” The halt, his voice indicating that he intended saying more but then not, was intentional, to cause Snaith the maximum inconvenience.

  The merchant banker and Smallwood were in retreat, the finance director as flushed as Buckland had been earlier.

  “Our information is that Lady Harvey’s occupancy commenced in June this year,” said Snaith.

  “This is preposterous!” erupted Gore-Pelham. “I have no intention of sitting in this room while a colleague and friend is being called upon to defend himself against baseless innuendo of the vilest sort. If there’s condemnation to be made here today then it is against two directors who saw fit to behave in this offensive manner.”

  Buckland thought it was the strongest speech he’d ever heard the man make.

  “I agree,” said Penhardy. “I consider what has happened to be utterly disgraceful.”

  “The requirement of Section 14 is not for a vote of censure,” said Smallwood doggedly. “It appears to have been designed to minimize company embarrassment by allowing the accused director to resign.”

  “Are you seriously expecting me to accept this fatuous accusation as justified and resign from this board?” demanded Buckland.

  “Yes,” said Snaith.

  “You must be mad,” said Buckland. “Utterly mad.”

  “There is a second alternative,” said Snaith.

  “What?”

  “Accepting the damage it could do to this company, the matter can be brought before the public shareholders for a vote of confidence.”

  “Would you honestly go as far as that?” said Buckland.

  “Unless you take the other course, yes, I would,” said Snaith.

  “Go to hell,” said Buckland. It was what his father would have done: except that his father wouldn’t have been caught out in the first place.

  “Who is she?” said Margaret.

  “Fiona.”

  “Fiona Harvey! Good God!” She hardly had grounds for criticism, thought Margaret. “It’s often someone supposed to be a friend; I read that somewhere.”

  “I don’t want this to become a row,” he said.

  “Why should it become that?” said Margaret. “I knew there was someone, of course; that was obvious. But I didn’t suspect Fiona, although I knew she was cock-happy. Doesn’t her voice irritate you? It does me.”

  “Where the hell did you learn an expression like cock-happy.”

  Margaret shrugged. “I don’t know. Does it matter?”

  “It’s not an expression I’d expect my wife to use.”

  She laughed at him, genuinely. “This is an odd time and an odd conversation in which to start demanding standards from your wife!”

  “It’s serious,” he said.

  “I believe you.”

  “The bastards are going to bring it before the shareholders.”

  “You fool,” she said. “You absolute bloody fool.” There was no rancour in her voice. Her only feeling was disappointment.

  “Don’t you think I realize that?”

  “No,” she said. “I don’t think you do.”

  “I’m sorry,” he said.

  “For what?”

  “Hurting you.”

  She laughed again. “How have you hurt me?”

  “Aren’t you hurt, knowing I’ve kept your friend as a mistress?”

  She was surprised. “You’re sorry you’ve been caught out,” she said. “Not that you had to ask me to create a cover-up. We’ve always been honest, Ian. Right from the time when we built wooden houses on the island. Don’t insult me by attempting some pretence now.”

  “I thought you might care,” he said.

  “Do you?”

  “Yes.”

  “What a funny way of showing it!”

  “You’re trying to start an argument.”

  “We don’t argue, for Christ’s sake! Stop inventing things.”

  “I called Vanessa.”

  “What did she say?”

  “That they were fuckers.”

  “I think sometimes she uses a farmyard mouth to prove she’s the wife of a farmer.”

  “She’s coming down for the shareholders’ meeting.”

  “The clan gathers and erects the barriers!”

  “It’s nothing to be cynical about.”

  “How should we be then?”

  “Prepared.”

  “What does that mean?”

  “If you’re questioned you’ve got to say you knew. About the house and the cars: that she was a family friend we were helping out.”

  “People wouldn’t believe this!” she said. “They wouldn’t believe we’re sitting here having a conversation like this.”

  “I’m trying to save the company,” he said.

  “Bullshit. You’re trying to save yourself. That’s all you’ve ever done.”

  “Who’s using farmyard language now?”

  “Don’t try to avoid it, Ian. Not this time. You’ve been caught with your trousers down, literally. And there isn’t a father to help you. There isn’t anyone.”

  “Does that mean you won’t say you knew?”

  “How?” she said.

  “I don’t understand.”

  “How will I be asked?” she said.

  “It won’t be a direct question: it’s not a court. But I’ve got to give an explanation to the shareholders and I want you to support it, if you’re asked.”

  She breathed out deeply, a weary sound. “I won’t let you down, Ian. Have I ever?”

  “Thank you,” he said.

  “Have you told your mother?”

  “I’m going up tomorrow.”

  “Will she have to attend the shareholders’ meeting?”

  “It won’t be essential. But I expect she’ll want to.”

  “You poor bastard,” said Margaret. “She’s going to despise you more than she already does.”

  “You’ve reason to be cruel, I suppose.”

  “That’s not being cruel, my darling. That’s being honest.”

  “I’ve put the company right financially.”

  “That’s going to be forgotten after this scandal.”

  “It’s a restricted meeting: only shareholders can attend.”

  “For God’s sake, Ian, stop fooling yourself! Every nasty little bit of sex and gossip will leak out: it always does.”

  Buckland punched his right fist into the palm
of his other hand. “Just when everything was so perfect!” he said. “What the hell can Rudd be thinking now?”

  “That you’re a bloody fool, like I said. Which you are.”

  “I am sorry,” he said. “About the embarrassment: I really didn’t mean to embarrass you. It just happened.”

  “What’s she like?”

  “What?”

  “Fiona. What’s she like in bed? You haven’t done it with me for months so I want to know.”

  Buckland sat before his wife, slump-shouldered. When he spoke it was as though a friend were making his confession and inwardly she winced at it. “She does a lot of funny things,” he said. “I think she reads odd books or watches kinky films or something. But in the end it’s just the same. That’s all it can ever be, isn’t it? Always the same.”

  “What about Fiona?” said Margaret. “What happens if the newspapers get to her?’

  Buckland shuddered. “She knows her reputation would suffer if she said something wrong,” he said.

  Margaret shook her head. “Make sure she gets her story right,” she said. “Don’t worry about me. I’m part of the family; I’ve got to do it. She hasn’t.”

  “You were right,” said Buckland.

  “About what?”

  “Her voice. It practically drove me crazy.”

  Herbert Morrison felt light-limbed after his flight as if his body were wrapped in cotton wool, but he forced himself to listen to what Rudd had to say. When the younger man finished, Morrison said, “And we’re trapped into it: we’ve bought the liners and signed a share exchange contract and we’re linked?”

  “You make it sound like some sort of a mistake,” said Rudd.

  “We’ve bought in high,” said Morrison. “When this sort of shit gets out, it could cause a slide. We could end up low.”

  “Which could be to our advantage if there’s a take-over.”

  Morrison blinked against the tiredness. He needed time to analyze properly what had happened, to see what benefit he could derive. At the moment his only thought was that a $2,250,000 investment could be reduced to half. Which was confused thinking. He’d never bought for a profit: he’d bought for a lever. You could beat people with levers.