Takeover

by Brian Freemantle

  “Immediately,” insisted Rudd.

  She turned, standing over him. “I’m frightened, darling,” she said. “I’m really frightened.”

  “I’m sure,” he said. “But I know it would be all right.”

  “Shit!” she said, abruptly vehement. “Why are things never simple?”

  Even though the house had not been identified, Buckland was still cautious, insisting that Fiona move out several days in advance of their meeting and come to the restaurant from a hotel. He used the rear exit escape from Buckland House and was already there when she came in. She looked around, with her habitual wide-eyed little-girl expression and then hurried to him. Her attitude didn’t match the expression. “What the hell’s all this about, Ian?” she said.

  “You’ve read the newspapers?”

  “That’s why I asked the question. My friends are under siege: I’ve had newspapers offer money for my story.”

  “Oh Christ!” he said. A waiter came and took their drink and food order and she waited until he left the table.

  “Well?” she said.

  Haltingly he told her, aware as he spoke of her face hardening. When he stopped she said, “Bloody hell!”

  “I’m sorry,” he said.

  “You’re sorry! What about all this shit about me in the papers: I’ve actually been asked to explain it by my solicitors. Apparently Peter is trying to work some advantage out of it, to cut off my divorce allowance.”

  Buckland made a helpless gesture. “What can I say, except sorry?”

  “Does Margaret know?”

  “Yes.”

  “Oh fuck!”

  “I had to tell her.”

  “Why?”

  “To get out of this mess: she’d have learned anyway, from the papers.”

  She took the glass from the returning waiter and drank heavily.

  “You’re completely protected,” insisted Buckland. “I made sure that the rent was paid in your name and that the registered owners knew all about it. You’ve nothing to be frightened of.”

  “Crap,” she said. “The newspapers are crucifying me. I’m getting out.”

  Buckland felt the relief go through him. “It would probably be best,” he said.

  “I haven’t got any money.”

  “That’s no problem,” said Buckland. “You can have whatever you want.”

  “A lot,” she said. “Ten thousand.”

  Buckland swallowed and said, “All right.”

  “In cash.”

  She was a whore in everything, thought Buckland. “In cash,” he agreed.

  “That’s what the papers have promised me.”

  “You’ll get it,” said Buckland, recognizing the threat.

  “You look scared to death,” she said.

  “I am.”

  The waiter was approaching with the plates but she stood, waving him away. She put both hands on the table and leaned towards him, so they were very close. “You know something?” she said.

  “What?”

  “You were a pretty rotten fuck, too.”

  25

  A properly convened board meeting would have involved official minutes, which Herbert Morrison wanted to avoid. Instead he took a small conference suite at the Park Summit, fifteen floors below Rudd’s penthouse, and invited the three men there. To maintain the informality he had coffee and sandwiches laid out on a side table. Conscious of Patrick Walker’s preference, he had also installed a mobile bar. It was his original partner who arrived first, early to learn ahead of the others what was happening, but before a conversation could begin Eric Böch puffed into the room, also early. Morrison smiled, conscious of the concern of both men. Morrison indicated the coffee and the bar but both men ignored it impatiently.

  “Why here instead of the office?” demanded Böch.

  “I thought it better,” said Morrison.

  “Why?”

  “Why don’t we wait until Harvey gets here?”

  Walker was about to protest when the door opened and Ottway came in. Also ahead of time, Morrison noted.

  “The chairman and Prince Faysel have remained in London,” said Morrison to the three men. “Bunch has gone directly to Washington to sort out the problem that seems to have arisen over the Texas hotels.…” He looked to Böch whose question it had been. “With so many directors absent, it seemed better to meet like this.”

  “I would have thought a day or two could have been spared for a proper meeting,” said Böch, taking offence precisely as Morrison had wanted him to. “We’ve been out on a limb back here.”

  “I know and I’m sorry,” said Morrison. “That’s why I returned.” That remark, like everything else he intended to say, was carefully prepared to the impression that it had been a personal decision.

  “What the hell’s happening over this Buckland House thing?” said Walker.

  “The chairman asked me to assure you there’s no problem. He regards this merchant bank move as unforeseen and irritating, but it doesn’t alter what we’ve already decided.” The message had been delivered practically verbatim: there’d be no evidence, in any later analysis, of manipulating the discussion.

  “What are you talking about, no problem!” demanded Böch. We’ve lost over $4,000,000, Jeplow’s hinting he can’t get the tax agreement, and we’ve had to commit $130,000,000 for land purchase.”

  “The chairman regards the stock loss as temporary uncertainty that’ll resolve itself,” said Morrison. “He’s issuing a statement within the next few days to achieve that stability. It’ll be in Best Rest’s name and will express our confidence in the Buckland House trading position.”

  “What’s your opinion?” said Ottway. “You’ve been involved and you know what’s going on.”

  Morrison walked to the side table, for coffee. He didn’t need the drink but he wanted to give the impression of considering an answer to a difficult question. He came back to the men in the room and said, “It is no secret to anyone here that Harry Rudd and myself have frequently disagreed. Almost invariably, my objections to the expansion proposals have been misjudged. Rudd has led this company to remarkable success.…” He sipped the coffee. Böch and Ottway were nodding appreciation at the praise. Only Walker was looking curious. “… having said that,” Morrison resumed, “I think it is fair to this board to say I have the most serious misgivings about what’s happening in England.”

  “For what reasons?” said Walker. He spoke on his way to the bar. Morrison had been careful to see that Bushmills was provided. Walker poured himself a stiff measure and returned to his seat.

  “A lot,” said Morrison. “Predominantly I’m concerned about the effect upon Best Rest, as the parent board. I do not consider it worth risking $4,000,000 stock value in any takeover And for what is to follow, we can expect it to drop substantially more than that.”

  “What do you mean, what is to follow?”

  Succinctly, avoiding any personal opinion, Morrison outlined the Haffaford move and then how, if that failed, they were going to have to go to court to get the share agreement of Buckland House broken before they could consider proceeding with the takeover. He was conscious of the concern of the men around him when he finished.

  “That’s a can of worms,” said Walker.

  “Through nothing more than newspaper stories and speculation, we’ve dropped $4,000,000,” said Morrison. “I think it will go down further whatever happens as a result of the English shareholders’ meeting and, once the court move is declared, go lower still.”

  “I think you’re right,” said Böch. He clipped the end off a cigar and fitted it into its stubby holder, puffing it into life.

  “We’ll lose any element of surprise,” said Morrison. “And by going to court, any possibility of amicable agreement to the takeover. We’ll be fighting the Buckland House board and risking someone else – maybe even more than one group – coming in with counter-bids. We don’t have the liquidity for a protracted, divided fight.”

&
nbsp; “What does Rudd say?” asked Böch.

  “That he thinks there is the possibility of success and that it’s worth continuing.”

  “Do you have a recommendation?” said Ottway.

  “No,” said Morrison cautiously. “Only the facts.” And that’s exactly what they were; maybe he’d been too careful in not putting the meeting on record. So far there was nothing that could have been wrongly construed against him.

  “I don’t think the mandate we gave the chairman extends to unlimited negotiation,” said Walker. “I think there’s got to be a reserve, both in time and financial commitment.”

  “I agree,” said Böch, at once. “Our stockholders haven’t entrusted their money to us for this sort of thing. And we can’t count on the Saudi money, certainly not for this year.”

  Sensing the direction of the feeling, Ottway said, “I think there should be a full meeting of the board, including the chairman.”

  “It won’t be possible before the shareholders’ meeting in London,” said Morrison.

  “So there’s the possibility of our stock worsening and us being unable to do anything about it?” said Böch.

  “Yes,” confirmed Morrison.

  “Then immediately afterwards,” insisted Böch. “This has got to be talked through again, in greater detail. I’m not happy about it.”

  Neither were quite a few other people going to be by the time he’d finished, thought Morrison.

  Gene Grearson greeted him with his customary enthusiasm, emerging into the ante-room personally to lead him back into the office. As Morrison sat down, the Boston lawyer said, “Sorry to see all the movement in Best Rest stock, Herb.”

  “That’s why I came back from England,” said Morrison. “I wanted to reassure the board here.”

  “There’s reason for reassurance then?”

  “I think so,” said Morrison. “You’ve got to expect a few reversals in business.”

  Grearson grimaced. “Four million is quite a reversal.”

  “We’re pretty confident it’ll adjust itself. Which is what I wanted to talk to you about.”

  Grearson pulled Morrison’s portfolio closer to him and looked up expectantly.

  “You got contacts with lawyers in London?” asked Morrison.

  “Of course,” said Grearson.

  “There’s going to be a stockholders’ meeting of Buckland House, with a demand for a vote of support at the end,” said Morrison. “I want to commit the shares I hold but it’s got to be nominee again.”

  “I understand,” said Grearson. “Which way do you want your shares pledged?”

  “Behind Sir Ian Buckland,” said Morrison. Rudd might withdraw if Buckland were displaced, so in the first round he had to back his son-in-law. It was like priming an old-fashioned flintlock pistol, carefully counting the gunpowder grains to ensure that it didn’t blow up in his face.

  * * *

  Richard Haffaford threw down on his desk Buckland’s request for lawyers to attend the meeting and stalked angrily about the room, his hands clasped tightly behind his back.

  “Is there any point in getting a second opinion?” asked Pryke.

  “None,” said Haffaford positively. “The ruling is that he’s gagged us.”

  “We must be able to say something!” protested Snaith.

  Haffaford turned back into the room. “Only through carefully phrased questions,” said the merchant bank chairman. “And they’re so damned careful that they’re practically meaningless. There are only two places with the sort of legal privilege we need, taking us clear of libel and slander. The Houses of Parliament and a court of law.”

  “I didn’t think Buckland was this clever,” said Sir Robert White.

  “It could still go in our favour,” suggested Snaith hopefully. “He might make a mistake. And the Americans might move against him. They can’t be happy about what’s happening, any more than the Saudis or any other investment fund.”

  Haffaford came back to his desk, slapping his hand against it in irritation as he sat down. “I didn’t want there to be any doubt,” he said. “And now there is.”

  “If we’re not careful, we’re going to emerge from this looking foolish,” said White.

  “And that wasn’t the intention,” said Haffaford. “That was supposed to be what happened to Buckland.”

  26

  It was Rudd’s idea that to avoid the gamut of press interest the Buckland family should stay the night before the shareholders’ meeting at the Berridge. And his further suggestion that before going to the meeting they should assemble in the conference suite where he had stayed. Rudd stood as Hallett admitted the family. Lady Buckland led, prodding her way forward on the silver-topped cane he remembered from the weekend in Cambridgeshire, stiffly upright, rigidly coiffured and formally dressed in a long, straight-skirted black dress. Vanessa followed and Rudd saw she had dressed for the occasion, too, a severely cut grey morning suit, tight at the waist. There was a bra, as well, which was an improvement. The straw-coloured hair was strained back neatly beneath a small hat. Margaret was behind her sister-in-law, in black like Lady Buckland, a neat, inconspicuous morning dress. She avoided Rudd’s eyes when he looked at her. Buckland was last, nodding and smiling the moment he entered.

  “Good idea, staying here overnight,” he said. “Manager says the place is under siege outside. Television, too.”

  There was a tension in the room, a nervousness in advance of the meeting, and Rudd was glad of it because it covered any atmosphere there might have been between him and Margaret, surrounded by the family: he realized it was the first time they had met as a group since their affair had begun. He wanted very much to reach out and touch her.

  “You seem to have been giving Ian a lot of advice,” said Vanessa.

  “Just offering the benefit of experience,” said Rudd.

  Hallett came forward with coffee and everyone accepted, glad of something to occupy their attention. There were newspapers stacked upon the table and Buckland said, “Thanks for that, too.”

  The Best Rest statement of confidence had been the main story in all the newspaper coverage of the meeting.

  “Is this going to be too distasteful?” said Lady Buckland.

  “You can’t expect it to be pleasant,” said Rudd. “But I hope we’ve minimized the unpleasantness.”

  “Is there a strategy for the meeting?” said Buckland.

  Rudd hesitated, realizing the extent of their dependence and uncomfortable because of it. He looked towards Margaret. She was gazing fixedly into her coffee cup. He spoke slowly, wanting each of them to understand, pausing when Buckland interjected questions and finally reached out towards Hallett for the typed reminder notes he’d prepared for Buckland to take with him to the meeting.

  “You’ve taken a lot of trouble,” said Vanessa. There was a vaguely challenging note in her voice.

  “A lot of trouble needed to be taken, if this is to be defeated,” he came back to her sharply. She frowned but said nothing.

  “Are you sure the press conference is a good idea?” said Buckland.

  “Keep strictly to a time limit and whenever there’s a personal question turn it back to the statement,” said Rudd.

  “It’s time,” warned Hallett.

  “Ready?” said Rudd, standing. From each member of the Buckland family there seemed a momentary reluctance to get up and leave the suite. Lady Buckland moved first. She paused by Rudd and said, “It would seem we have a lot to be grateful to you for, Mr Rudd.”

  “Perhaps we should wait until after the meeting to see if that’s justified,” said the American.

  There was a stage area at the rear of the ballroom, linked by corridors to the staff section, so they were able to approach through the service lift and passageways and keep completely clear of any newspaper interception. As they approached the rear of the ballroom, Rudd stood back for Buckland to take the lead. There was a side room, where three men were waiting. Buckland introduced the l
awyers to Rudd and said, “You’ll have to wait here, until I can formally announce the result to admit you.”

  The men nodded and Buckland moved to rejoin his family. There was a side door fitted with an observation window, and through it Rudd saw that the other directors were already assembled on the raised dais. The huge ballroom was crowded, every seat appearing to be occupied. Three were vacant in the front row, the section reserved for the Initial shareholders, for Lady Buckland, Margaret and Vanessa. As soon as they emerged into the public corridor a steward turned towards them, relaxing when he identified Buckland. He held the door open and Buckland entered first, followed by the family. The hubbub of noise stilled, momentarily, and then resumed again. Every face was turned towards them.

  Lady Buckland followed her son, staring ahead of her. Vanessa was next, head high like her mother, but the lack of confidence in Margaret was obvious from her walk. Rudd was last. Directly inside he broke away from the line, going towards the stage with Buckland. The other five directors were already seated. Because of the accusation, Condway was in the chair; Buckland’s place was immediately alongside. Rudd sat three paces away from him, next to Prince Faysel.

  As he sat down the Arab whispered to him, “What does it look like?”

  “Difficult to tell,” said Rudd.

  He watched as Buckland put the reminder notes carefully on the table in front of him. At the far side of the stage was a secretariat table with four stenographers, and next to it a second table, unoccupied.

  Condway stood, gazing out at the spread of people in front of him, abruptly hammering the gavel against its rest to silence the noise, which was already diminishing anyway. Rudd was conscious of Margaret jumping slightly. He smiled and she smiled back.

  “This is an extraordinary shareholders’ meeting, summoned under Section 14 of the Articles of Formation of Buckland House (Holdings) by the directors John David Snaith and Henry Robert Smallwood,” recited Condway formally. A copy of the convening notice had been placed on each chair and most of the shareholders stared down as Condway read from it, as if checking his accuracy.

  “Cause of this summons is an allegation of mismanagement,” resumed Condway. “Section 14 entitles the shareholders, if they consider the motion justified, to demand through a vote of no confidence the resignation of any director or directors.…” The man stopped. “Alternatively the shareholders may decide the allegations specious or unfounded and through a vote of confidence dismiss the summons.”