Takeover

by Brian Freemantle

  “I’d look after you,” he said desperately. “I’d protect you, against any harassment … have people available all the time to stop you being pursued …”

  Margaret shuddered. “I couldn’t bear that,” she said.

  “You’re running.”

  “Maybe I am.”

  “For God’s sake, Angela.…”

  The silence thundered around them.

  Margaret spoke first. “Poor darling,” she said “You poor darling.”

  “Don’t twist that, like everything else,” pleaded Rudd.

  “Am I very like her?”

  “It was a mistake; a simple mistake!”

  “I won’t do it Harry. I can’t.”

  It couldn’t finish like this, thought Rudd; it was too matter-of-fact, too sterile.

  “Take more time,” he pleaded.

  “There’s no point,” she said. “Just take the shares.”

  “I don’t want the bloody shares!”

  “That’s stupid.”

  It was, he realized at once. “Would it make any difference, if I take them or not? To us, I mean.”

  “No,” she said.

  “I thought you were going to come with me,” he said. “I’d really made my mind up it was what you had decided.”

  Margaret said nothing.

  “It wasn’t Angela,” he said. “Not the similarity. It was you.”

  “I believe you.”

  He started to reach out for her but she pulled back. “Why then?” he said. “You’re not like Vanessa and the others.”

  “Maybe I thought I was.”

  “That doesn’t make sense.”

  “I don’t know why.”

  “Was it …?”

  “… Stop it, Harry!”

  They stayed gazing at each other for a long time. Then Margaret said, “Do you want the shares?”

  “Yes,” he said.

  “They’re ready, whenever you need them.”

  “I’ll get my broker to deal directly with yours.”

  She nodded. “You don’t hate me, do you?” she said. She hadn’t meant to allow any lapse but she couldn’t prevent herself.

  “You don’t have to ask me that,” he said.

  When Hallett arrived the following morning to discuss their return to America, Rudd told him to terminate the tenancy of the apartment. He spoke by telephone to Prince Faysel and agreed to take the same plane back to New York. Then he monitored the market movement overnight in Best Rest on the New York Exchange and, when it opened, Buckland House in London. Within an hour of trading, Buckland House was marked up by 15p, buoyed by the end of the legal arguments and the prospect of bid and counter-bid. It was noon when the call came from the broker, reporting the successful purchase of Lady Margaret Buckland’s six per cent. There’d been a general loosening of the market, added the man. In addition, he’d got another two per cent of the controlling shares from floor dealing.

  Bunch arrived at the apartment at lunchtime, serious-faced and burdened with two briefcases.

  “I’ve got it,” declared Rudd. “Fifty-three per cent.” There was no excitement; no feeling at all.

  Bunch didn’t react either. He opened his briefcase and offered a sheaf of documents. “I remembered what you asked me to do,” he said. “I’ve just come from Dray’s office.”

  Rudd stared down curiously, the frown deepening as he turned the pages. He looked up to the lawyer, shaking his head. “Jesus Christ,” he said disgustedly.

  “I didn’t believe it either,” said Bunch.

  “I do,” said Rudd. The sadness pressed down on him.

  “What are you going to do?” asked the lawyer.

  “Settle it,” said Rudd. “Once and for all settle it.” He still felt nothing.

  42

  Anticipating the attack that was to be made and determined upon an indestructible defence, Rudd arrived at the downtown offices of Best Rest at six in the morning. Hallett was already there and Bunch arrived within fifteen minutes. The personal assistant assembled all the files and together they went through the minutes and records of the directors’ meetings that had been held during the English negotiations. It was Hallett who picked up the discrepancy with the dates. Bunch checked independently, for verification, and then said, “You’re right: Morrison didn’t convene a proper meeting to explain what was going on when he came back from London. There’s just a reference to a meeting at the Park Summit, a week afterwards.”

  They both turned to Rudd for reaction. The man seemed subdued. He said, “I don’t want it to be protracted: I want it over quickly.”

  Rudd went back to the minutes he was studying. Bunch and Hallett looked at each other but said nothing. It was a further hour before anyone spoke again. Bunch said, “Walker seems to be leading the criticism: sometimes Morrison actually appears to be arguing in favour of what you were trying to do.”

  “That was the impression I got,” said Rudd. He stretched up from his desk. Outside it was still an early sky, streaked with orange and red and then, at the very rim, the grey blackness of the disappearing night. Rudd said, “The motion before the stockholders will be for my removal.”

  “There is an argument for it,” said Bunch. “You should have come back more than once to explain yourself.”

  “It wouldn’t have stopped the share slide,” said Rudd. “The only outcome would have been more restrictions.”

  “It would still have been a good tactic,” insisted the lawyer.

  “Too late to think about that now,” said Rudd. “The damage is done.”

  Around them the offices began to fill. Hallett organized coffee and they sat in Rudd’s office, drinking it without any conversation. Rudd provided the explanation when Prince Faysel arrived. The Arab listened without any reaction. When Rudd finished, Faysel said; “This isn’t going to be pleasant.”

  “Nothing has been,” said Rudd. “We didn’t plan it this way.”

  “Still unpleasant,” insisted the Arab.

  They filed into the boardroom early, wanting to be first. Rudd carried a thick folder with him.

  “I’m sorry,” said the Arab, as they seated themselves. “I’m sorry for you.”

  “Thanks,” said Rudd.

  Morrison and Walker had flown together from Boston, so they arrived at the same time. They seemed surprised to find others ahead of them.

  “At last!” said Walker.

  “Yes,” said Rudd. “At last.”

  The red-faced man reddened further, went as if to speak and then changed his mind, hurrying to the vice-chairman’s spot. Morrison went to the far end of the table, to his accustomed place. He looked grave even managing a vague expression of sympathy as he looked towards his son-in-law; inwardly he was bubbling with the excitement of what was going to happen. He knew it was going to be a marvellous day; absolutely marvellous.

  Böch was next, coming wheezily through the door and stopping just inside, staring around. He nodded and sat down at his place. As he did so, Ottway entered. There was an immediate expression of concern. “Sorry I’m late,” he said.

  “You’re not,” said Rudd.

  From the other end of the table Morrison wondered how long the younger man’s confidence would last: he’d always been a cocky little bastard.

  Rudd picked up the summoning notice and said formally, “This is an extraordinary board meeting convened to examine the behaviour of the chairman and certain other directors in the matter of the Buckland House takeover.”

  As he put the document down, Walker said, “Convened at my request.”

  “But decided upon unanimously,” added Böch.

  Rudd went from one to the other: they seemed eager to attack. “Like the stockholders’ meeting was convened?” he asked. He glanced to the secretariat. It all had to come out.

  “The stockholders’ meeting was arranged because of the responsibility we have towards the people who have trusted us with their money,” said Morrison. “At the close of trading her
e last night, Best Rest had suffered a loss of $18,000,000 because of this business.”

  “And because of your conduct in it,” said Walker. “There are records which show the majority view of this board on how the negotiations should have been conducted.…”

  “… records which will be produced this afternoon?” interrupted Rudd.

  “Yes,” said Walker. “Produced to show that despite the fears which had been expressed here, you carried on beyond any proper authority.”

  “I was given a mandate to make a takeover,” insisted Rudd. “I continued because I judged that takeover still to be viable.”

  “At the risk to the parent company of $18,000,000 in lost confidence!” demanded Böch.

  “I agree that because of the peculiar circumstances, the effects upon both Best Rest and Buckland House have been substantial.…”

  “… disastrous …” intruded Böch.

  “… substantial,” repeated Rudd. “But it’s paper losses, here and in London. There’ll be a recovery and after they’ve reached par, they’ll improve.”

  “And to whose benefit will the Buckland House improvement be?” said Morrison. “Certainly not ours.”

  “I think it could be,” said Rudd cautiously.

  Walker came up from the paper upon which he had been making a calculation. “In this boardroom there was a binding vote, restricting you to a fifteen per cent takeover ceiling. Your offer of 60p Ordinary, 140p Preferential and £10 for Initial was grossly in excess of anything discussed here.…”

  “… I was fighting a counter-bid suggestion.…” said Rudd, and Morrison brought his hand to his face to conceal his smirk at the younger man’s obvious desperation.

  “… in gross excess,” insisted Walker. “If you’ve achieved that sort of holding, you’ve gone beyond that ceiling, up to something like twenty-one per cent. You’ve treated this board and most of the directors like children, fit only to be ignored.”

  Rudd allowed a pause. Then he said, “A ceiling was imposed. A restriction against which I protested at the time as being unreasonable and impossible to observe if a counter-bid arose, which seemed likely.” He stopped again, to heighten the effect. “I have not exceeded the fifteen per cent that this board considered sufficient but which, as I warned from the start proved utterly inadequate. To make up the shortfall I have committed my personal fortune and raised cash upon my equities.”

  “Buying on a margin?” said Böch.

  “Yes,” said Rudd.

  “How much?”

  “My responsibility within twenty-eight days is something approaching $40,000,000.”

  “Forty million!” said Walker.

  Dear God, thought Morrison; oh dear God this was wonderful! Morrison knew the share divisions in Buckland House down to the last half or quarter per cent. He knew, too, how the professionals were holding back, just as he and two other nominee blocks were refusing to sell. There was no way, no way at all, that Rudd could get his control. And he’d committed himself to an impossible debt, in his conceit that he could manipulate the boardroom and the stockholders. Best Rest would have to settle the debt, of course, to preserve their integrity. And when Haffaford’s offer was established, it would even make good business sense to do so. But before then Rudd would have been driven out of this and every other boardroom possible to him, shown not to be the entrepreneur with the Midas touch but a panicky gambler prepared to put the deeds of the house on the turn of a card. Morrison’s feeling of pleasure was practically sensual.

  “Which I ask this board to accept,” said Rudd. “Just as I this afternoon intend asking the stockholders to accept it as a company responsibility.”

  “As a way of getting around the restrictions that were imposed upon you by this board!” demanded Böch. “That’s deceit.”

  “No.” said Rudd. “As a way of confirming our control at fifty-three per cent.”

  Varying degrees of astonishment registered on the faces of the four men. “Control!” said Ottway.

  “Fifty-three per cent,” confirmed Rudd.

  “Impossible,” burst out Morrison unthinkingly.

  “Why is it impossible?” seized Rudd.

  Morrison swallowed, searching for the words. “Yesterday’s message talked of the offer blocking at forty-five per cent. You can’t have achieved eight overnight: that’s hundreds of votes.”

  “Available from Initial holdings,” agreed Rudd. “Which I’ve got.”

  “You can’t have,” insisted Morrison. It was a trick: it had to be a trick for Rudd to get himself off the hook. The man had tricked his way into the company and was trying to hold on in the same way. He’d face the bastard down, just as he should have been faced down years ago.

  Hallett was ready, from their early morning rehearsal. The personal assistant rose at once, taking the documents from the chairman and circulating the table, placing a copy before each man.

  “Share certificates confirming our control,” announced Rudd. Morrison, Walker, Böch and Ottway had their heads bent over the files: Walker and Böch had calculators before them, assessing share holdings against voting strength.

  Walker came up first, smiling. “You’ve got it,” he agreed. “Sure as hell you’ve got it!”

  “There is something further,” said Rudd. Again Hallett toured the table and when the man finished Rudd said, “Further share certificates. They record the purchase of roughly nine per cent equity value in Buckland House; the purchase was made early before any negotiations were disclosed, when there were still high equity shares available at low cost. And made under nominee arrangement, for secrecy.…”

  Morrison’s face flushed and then whitened at the photostats of the certificates Grearson had obtained for him. He gazed up, staring-eyed. “Not true,” he said. “I know nothing.…”

  “They’re genuine,” said Rudd remorselessly. “They’ve been checked, both in London and through brokers here in New York and then back to Boston. Before I left London yesterday I contacted the brokers and lawyer named as nominee holder, a man named Peter Coppell. I said I was representing a client of Haffaford’s. I was told the shares were available for their bid but unavailable for Best Rest, whose efforts they were committed to resist.…”

  Morrison was shaking his head, like a boxer at the point of collapse.

  “With those shares made over to Best Rest a week ago, we could have stemmed a stock loss of $4,500,000,” said Rudd. “The president of this corporation has conducted a share manipulation to defeat a takeover to which this board committed itself.”

  “How?” said Morrison, empty-voiced. “How?”

  “The British courts,” disclosed Rudd. “Once I challenged the share arrangement, nominee holders had to be identified in court documents, in case the judge called for them. As it happened, he didn’t. But they were available for over two weeks and we didn’t even know they were there.”

  Morrison bent over the table, with his head in his hands. He looked an old, sad man.

  Rudd said forcefully. “I want authority for the shares of which I’ve made myself personally responsible taken over by this company, just as I want those held by the president put into company ownership. For the sake of the share stability of Best Rest, which has already suffered far more than it should have done, I am prepared for it to be announced before the stockholders as a coup, in the declaration of our control.…” He paused. “Oppose me and I’ll make public from the platform and later in a statement to any journalist who cares to listen exactly what has happened.…” Another hesitation, for the threat to be fully recognized. “Do I have to spell out the effect upon this company if I did that?”

  For a long time nobody spoke. Then Walker said, “No you don’t have to spell out anything more.”

  Another sound intruded into the quietness of the room and Rudd realized that Morrison was crying.

  Epilogue

  Because the stockholders’ meeting had been at the Park Summit it seemed obvious for Hallett, Bunch and Fa
ysel to accompany Rudd up into his suite afterwards.

  “I suppose it would be right to celebrate,” said the Arab. “An overwhelming vote of confidence and the takeover wrapped up.”

  “I don’t feel much like celebrating,” said Rudd. He gestured to the bar and said generally. “Help yourself.”

  “I think you’re making a mistake, insisting that Morrison remains as president,” said Bunch. He poured himself scotch and handed orange juice to the Arab.

  “There’ll be no power,” said Rudd. “He’ll be stripped of any executive authority and have to assign any voting strength.”

  “Do you think he’d have shown any pity to you?” insisted the lawyer.

  “No,” agreed Rudd. But then he didn’t hate Morrison, whatever the man had tried to do. And he was Angela’s father: she would have wanted her father forgiven. She’d loved him very much.

  “Still a mistake,” said Bunch.

  “It’s the way I want it.” Rudd spoke more harshly than he’d intended and regretted it at once. From today his power was absolute, he realized; over Best Rest and over Buckland House. He didn’t feel anything at all. Just tired.

  “What about Buckland?” said Faysel.

  “What about him?”

  “Surely you’re not going to leave him with the chairmanship?”

  “That was the deal,” said Rudd.

  “For a purpose,” insisted Bunch. “That’s been achieved now; we can move him sideways in a few months.”

  “He stays,” ruled Rudd. “If he breaks the service contract, then OK, he’s out. Otherwise, he’s chairman.”

  Rudd was aware of Faysel and Bunch exchanging looks. “I thought you wanted it,” said Bunch.

  He had, thought Rudd. Like he’d wanted to so much else. He’d restrict his trips to England to the absolute minimum, just the twice-a-year visits he imposed upon the other divisions. He supposed it was inevitable that he would meet Margaret socially. But he’d try to limit it.

  “I don’t want it any longer,” he said to the lawyer. “I can retain the ultimate responsibility well enough from here.”

  “What about a safeguard?” said Faysel worriedly. “There’ll have to be a safeguard.”