Second Chance on St. Patrick's Day

by Mia Ford

  “What? Well… no… but…”

  “Look, guys, here’s my take on the idea,” Reed said seriously. “When it comes to old people, the only ground breaking happens at the graveyard.” He shot me a grin. He really was a heartless son of a bitch. I loved it. “I mean, come on, a dating app for old people? Really? Are there any old people in the room there? Patterson, how old are you?”

  “I’m fifty-seven…”

  “So not that old.”

  “Well, no…”

  “Okay, do any of you guys know any old people other than your parents?” Reed asked. “I assume you don’t want to think about your parents getting laid, so let’s not include them.”

  “Well, I’m sure Uncle Henry would use this app,” the nephew said.

  “Your Uncle Henry doesn’t even own a cell phone,” Reed said. “You’re creating technology for the one demographic who hates technology.”

  “Well, I’m not sure that’s exactly true…”

  “Have you guys done a focus group?” I asked, getting in on the fun.

  “A focus group? I’m not sure I understand what use a focus group would do in this case.”

  “Because you don’t think old folks can focus?” Reed shot back. He sighed again, louder this time, and shook his head. “You guys are digging your own graves on this one.”

  Patterson spoke up. “I assumed we had done focus groups.” A moment of silence. “Have we not done focus groups?”

  I smiled at Reed. The silence on the other end of the line was the sound of a job opening. Old man Price’s great nephew’s butt had to be puckering. I just hoped to God this didn’t backfire and the incompetent fuck end up back in my lap for mentoring.

  “Let’s just cut to the chase guys,” Reed said. “You do not have a prayer in hell of getting funded by us or anyone until you have documentation that shows you got a few dozen senior men and women into a room to see if they would even be interested in using an app. More to the point, you need to find out if they even can learn to use one.”

  “I agree,” Patterson said. “Gentleman, apparently we have wasted an hour of your time.”

  “Actually, an hour and twelve minutes,” Reed said. “I’ll give your best to Mr. Price. Call us back when you have data to back up your assumptions.”

  He clicked the button to end the call before they could respond. He walked to the bar and came back with the decanter of scotch and refilled both our glasses.

  “That went well,” I said with a grin as I lifted my glass and tapped it to his. “The old man might not be happy, but we just saved the firm a few hundred million.”

  “The old man won’t be a problem,” Reed said. “He knew his nephew was full of shit from the start. He also knew you and I wouldn’t have a problem calling bullshit on these guys.”

  “We should have lined up shots,” I said, remembering the game I’d played with Mollie on New Year’s Eve.”

  Reed frowned at me. “What?”

  “Nothing. I’m just glad the old man isn’t going to have a problem with us turning them down,” I said. I glanced at my watch. I had another conference call already waiting for me on the line.

  “Speaking of problems, we have a potential shit storm on our hands,” Reed said, smacking his lips. “The Benson acquisition seems to be running off the rails.”

  I gave him a frown. “Benson? I thought that was a done deal. What’s the problem?”

  “The problem is Allen Benson has called in an outside law firm to review our offer,” Reed said, referring to the CEO of Benson Digital, a small manufacturer of computer parts that PB&W was looking to acquire. We had no interest in the manufacturing end of the business, just the patents the company held on a new computer chip it had developed. Benson had no idea, but the plan was to buy the company, fire everyone, shut down the manufacturing plant, and sell off the patents to the highest bidder. PB&W stood to make a hundred million dollars or more. That was if the deal could be done before Benson realized what we had in mind.

  “An outside law firm? I don’t understand. Didn’t Benson’s in-house counsel approve the deal?”

  Reed sipped and nodded. “He did, but apparently Benson no longer trusts his own in-house counsel. Hence, the outside firm review.”

  I laced my fingers together and rested my chin on my fist. “Do you think Benson found out that his lawyer is on our payroll?”

  “Maybe,” Reed said with a shrug. “Or maybe he’s gotten wind of our plans somehow.”

  “How could that be?” I asked, narrowing my eyes at him. “The only people who know what we intend to do are you, me, and my team, all sworn to secrecy with signed confidentiality contracts.”

  “Maybe somebody on your team has loose lips,” he said, shrugging with his eyes. “Money makes people talk.”

  “Bullshit,” I said, angry that he would even made such an accusation. My team was hand-picked by me, everyone fully vetted and trustworthy. “Nobody on my team would talk. I’d crucify them on the stock exchange steps and they know it.”

  “You sure about that?” Reed asked, his dark eyebrows arching over his blue eyes. “I know that you and I are solid, but these young players we have now, I’m not sure how much a nondisclosure agreement means.”

  “It means that we can sue them into the fucking ground if they breathe a word,” I said angrily. I didn’t want to believe that anyone on my team would have let anything slip. Still, I made a note on my iPad to have a meeting to read the riot act to them.

  “So, you and I have a meeting tonight with Benson and the lawyer he’s hired to look over the deal.”

  “I already have dinner plans with a client,” I said.

  “Would that client be a particular socialite with tits that rival the size of her bank account?” He gave me a smile because he knew he was right. “Let me guess, she wants your advice on which diamond nipple rings to buy?”

  “Fuck you,” I said, rolling my eyes.

  “Fuck me?” He grinned. “I wish she would, buddy boy. I wish she would.”

  He was talking about Cassandra Leone, my on-again, off-again girlfriend for the last few years. Her father was a billionaire industrialist and she spent his money like it was going out of style.

  She was blonde, beautiful, and busty, and could suck the chrome off a trailer hitch. Sex with Cass was like going three rounds with Hulk Hogan. She was the wildest fuck I’d ever had. Energetic. Passionate. Creative. Nothing held back. Not afraid to try anything.

  I always came away battered and bruised, but grinning like a fool and wanting more. Years ago, I thought she was the girl I would someday marry. Now, we were more fuck buddies than a couple, mainly because Cass did not have the ability or desire to be faithful to any one man. She loved me, she said, but she loved a lot of other guys, as well.

  So, now we got together every week or two and fucked each other’s brains out, no strings attached. We were going to have dinner tonight and screw like rabbits afterward. I supposed I’d just have to put her off a few hours to help Reed put out this Benson fire. Hopefully, she’d wait for me to come put out hers.

  “Just tell her to keep her thong on until you get there. This is more important.” Reed finished his drink and set the glass on my desk. He glanced at his watch. “We’re meeting them at the Roxie at eight.”

  “Shit,” I said, blowing out a long breath. “Any idea who this lawyer is that Benson is bringing?”

  Reed got to his feet and stood adjusting his diamond cufflinks. “Supposedly some hotshot contracts guy from Yates Hamilton & Booz.”

  “Fuck, I hate Yates Hamilton & Booz.”

  “I do, too,” Reed said as he walked toward the door. “The bastards are too honest for their own good. See you at eight.”

  Chapter 11: Katie

  “Is there a particular reason you think Price Bean & Whitlock is not telling you everything?” I asked, looking up from my uncle’s long conference table where the contract detailing the offer to purchase his company was laid out for
my review. I picked up the financials page and looked over the numbers again. “I mean, this is a great offer, Uncle Allen, at least on the surface.”

  “That’s one reason I’m a little suspicious,” he said with a sigh that told me he was tired of thinking about the offer, which would have put more than a hundred-million-dollars in his pocket. He sat back in the chair across the wide mahogany table and arched his graying eyebrows at me. “I think this offer may be too good to be true.”

  My uncle was Allen Benson, founder and CEO of Benson Digital, a successful manufacturer of computer parts and chips in upstate New York. Price Bean & Whitlock was the Wall Street investment bank that wanted to buy his company for three-hundred million dollars, an enormous sum that was twice what the company was worth on paper, but we both knew investment firms often overpaid to block someone else from making a bid.

  “I wouldn’t say the offer is too good to be true, Uncle Allen,” I said. “I would say they’re paying you a premium, probably so you don’t entertain any other offers.”

  “Maybe,” he said. “Maybe not. That’s why I wanted you to look over the contract. You’re the sharpest contracts lawyer I know, Katie. I trust your judgment.”

  Allen Benson was my mom’s older brother. He was the smart one of a family of idiots and derelicts, leaving South Boston when he was just eighteen to attend MIT on a full scholarship.

  He had started his company right out of college and spent thirty-years building it into one of the top computer parts manufacturers in the country. Then he started designing and manufacturing custom computer chips for work stations and file servers, then released his own line of computer chips for the mass market. That’s when his business boomed.

  You couldn’t tell it by looking at him because he wore jeans and a black polo shirt to work every day, but he was one of the richest men the country had. He was also fiercely loyal to his family, friends, partners, and employees. He had helped put me through law school and refused repayment. I would be forever in his debt.

  “Well, the contract is pretty detailed, but there is nothing out of the ordinary jumping out at me,” I said, shuffling the papers. “It’s a standard purchase in entirety.”

  “Purchase in entirety? What the hell does that mean?”

  “That means they are buying the whole shebang: physical assets, intellectual property, real estate, customer lists, fixtures and furniture, equipment, employment contracts, debt, etcetera, etcetera, etcetera. Everything that is owned by Benson Digital is being acquired by them if you accept this deal.”

  He gave me a thoughtful nod and scratched his chin. “So, no red flags? No ‘oh shits’ or ‘gotchas’?”

  “None that I can see,” I said. “The only thing that might be of concern is what happens after the fact that’s not covered by this agreement.”

  “Meaning?”

  I smiled and gave him a look. Uncle Allen was exponentially smarter than I was, and probably knew more about contract law. I sometimes thought he asked me for further explanations just to see how smart I was.

  I said, “Meaning, what do they plan to do with the company once they’re in control? What changes might they make? Have you had that conversation with them?”

  His eyebrows knitted in the middle. “They’re not going to be in control after the acquisition,” he said. “Part of this deal is that I would remain as CEO after the acquisition for a period of three years, minimum. I will still be the one making the major decisions and controlling the board.”

  “You may still be CEO and running things,” I said, scanning the clause in the document that detailed his employment contract after the fact. “However, you will still be at the mercy of the board of directors. At the end of the day, you still work for them.”

  “The board will support me,” he said confidently. “They always have.” I made a sour face that he picked up on. “What’s with that face? You look your mother when you do that with your nose.”

  “Boards come and go, Uncle Allen,” I said, rubbing the tip of my nose with a knuckle. I loved hearing that I reminded him of my mom. “And boards change.” I held up the page I had been scanning. “According to this, Price Bean & Whitlock has the right to add three new board seats and appoint members to fill those seats. That would give them control of a third of the board’s votes. And given their reputation, it would not be beneath them to buy the votes of the others.”

  He narrowed his blue eyes at me and lowered his voice to an angry growl. “You think Price Bean & Whitlock would try to bribe board members behind my back to vote me out?”

  “Not necessarily. I’m just saying that after the dust settles, even with a three-year employment contract, you’re only going to be in charge as long as they allow you to be.” I gathered up the pages into a neat stack. It bothered me that I was causing my favorite uncle such heartburn.

  “Shit,” he said, rubbing his eyes. “That’s what I was afraid of.”

  “Look, Uncle Allen, on the surface it looks like a great deal for you and the shareholders. At the end of the day, you will personally profit over a hundred-million-dollars. That’s an enormous amount of money. Why are you letting this bug you so? Why not retire and enjoy it?”

  “I’m too young to retire, Katie,” he said with a smile that I thought looked tired despite his best efforts to prove otherwise. “I have a lot of years left in these old bones. I’m only fifty-nine, you know. I’m not one to sit on a beach and sip fruity drinks or chase a little ball around a golf course. If I tried to retire I’d drive myself and everyone around me nuts. Besides, it’s not about the money. I already have plenty of money.”

  “Then, why not take the proceeds from the sale, and do something humanitarian with them? Invest in small businesses. Start a business incubator. Fund school programs or scholarships? Give it away?”

  “Yeah, I suppose I could just cash out and walk away,” he said, rubbing the bridge of his nose as if a headache was coming on. “That’s not what I’m worried about.”

  “Okay, then just spell it out for me, Uncle Allen. Obviously, there’s something here that I’m missing. What are you worried about?”

  He took a deep breath and blew it out slowly. “Benson Digital employs three thousand people. Those people have families who rely on their weekly paychecks. I just want to make sure that those jobs do not go away.”

  “So, you’re worried that Price Bean & Whitlock may want to move manufacturing out of the country?” I asked. “To China or Mexico, maybe?”

  He gave me a slow nod. “Yes, that is a concern.”

  “And what did your in-house counsel say?” I asked. I looked around the conference room as if I’d just noticed we were alone. “I assume he negotiated this contract. In fact, why isn’t he here?”

  “Jeff has been pushing this deal hard,” he said, referring to Jeff Chase, his in-house attorney and oldest friend. “A little too hard for my taste. That’s why you’re here to offer a second set of eyes.”

  “What exactly does that mean?” I asked. “He’s been pushing the deal hard?”

  “He’s a shareholder, and the shareholders want to sell,” Uncle Allen said with a shrug. “And I don’t blame them. Especially Jeff. He’s been with me since day one and worked for peanuts a lot of those years. He owns a lot of stock. He’ll profit handsomely if we sell.”

  There was a red flag if I’d ever seen one. I leaned in and looked him in the eye. “Do you think he is letting his own potential for profit influence his fiduciary duties? I mean, if he is offering you legal advice based on his own best interest, that is so unethical that he could be disbarred.”

  “No, no, no,” he said, hands patting the air. “Jeff would never let personal greed sway his loyalty to me, or his professional duties as my in-house counsel.”

  “Then why am I here?”

  “You’re here because you’re the best contracts attorney I know, and I trust you implicitly. Anyway, back to your original question about outsourcing, Jeff said that even if we a
dded a clause prohibiting Price from moving those manufacturing jobs out of the states after the acquisition, their lawyers could get such a ban squashed after the fact if they could prove the company would benefit by moving things off shore.”

  “So why bother adding the clause?”

  “Exactly.”

  I studied his face for a moment. It pained me to see him so worried. “Have you had this conversation with Price? Who is your point of contact there?”

  “Reed Helstrom, the senior partner who I’ve known for years, and the young guy in charge of acquisitions, hot shot investment banker named Conner McGee. He’s probably your age or a little older. Ever heard of him?”

  “No, but if he’s in charge of acquisitions at Price Bean & Whitlock before age fifty he must be a shark.”

  “Oh, he’s a shark, all right,” Uncle Allen said. “You’ll get to meet them both tonight at dinner.”

  “So, when you talked to Helstrom and McGee about your concerns, what did they say?”

  “Reed assures me that nothing is going to change. Things will continue exactly as they have been, with me in charge and manufacturing staying here.”

  “And you believe them?”

  “I have no reason not to, not really.”

  “And that’s the only concern you have?” I asked. “That they will shut down the plant and outsource the jobs?”