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Ben sat in stunned silence for a few seconds. Then the anger burst out. “Well – they haven’t lost much time. I only e-mailed them the news of Toni’s death at eight o’clock this morning. I haven’t even received an acknowledgement yet.” He looked at James suspiciously. “You rang me at eleven-thirty. How did this all happen so quickly?”
The solicitor spread his arms wide in innocence. “As you know, the business world is a small place these days. I don’t ask questions. I just carry out instructions.”
However he didn’t manage to look Ben in the eye.
“But, even so -. Why do they suddenly come out with an offer like this? It sounds as though they’re more worried about the future of the business than they are about Toni’s death.”
James smiled obsequiously. “Well, the Cimbrone family obviously believes in moving quickly. I suppose they feel they must protect their interests.”
“What do you mean? I’m perfectly capable of running the British end. I’ve done it for long enough.” He paused as he thought about it for the first time. “I suppose that now I could do with someone new in Italy – but that is their responsibility.”
“All right. All right,” James soothed. “You can’t blame them for taking a constructive attitude.”
“Constructive attitude? That’s rubbish! They’ve been doing very well out of Toni and I. He told me himself that their exports have increased dramatically since we started promoting their wines in Britain.”
“Perhaps they want to take the whole business a further step forward. You haven’t got a lot of working capital for expansion, have you?”
So was that the reason for the offer? Ben knew that shortage of cash was his weakness.
James leaned forward persuasively. “What do you say to their offer? It seems very good to me.”
“I don’t know about that. It doesn’t sound much of a return for the nearly forty years which my father put into the business and my own last eight years.”
“It’s way above the face value of the shares. You could never realise that much money from any other source.”
“Come off it, James. You know we could have screwed that big brewery for a lot more than the eight pounds a share which they offered us last year if we had been interested in selling at that time.”
“I’m not sure that I understand your terminology,” said James stuffily. “In any case you couldn’t sell without the agreement of a majority of the share-holders. Cartwright Cimbrone is a close company. That stops you from selling your shares independently.”
“The point is, James, that nine months ago Toni and I both agreed that we wouldn’t think of selling. We decided that the future prospects were too good. Why should I change my mind now?”
“For the very reason that the future of the company has changed with Toni’s death. The Cimbrone family might stop supplies to you if you carried on trading on your own.”
“Let them,” Ben burst out. “There are plenty of sources of wholesale wine in Italy and elsewhere. They’d be the losers if they tried to pull a trick like that.”
“But can’t you see the benefits of this offer for you personally, Benjamin?” James was almost pounding the desk in his anxious enthusiasm. “This is where the future is.”
“That’s rubbish, James. The future is with me. Just give me one good reason why I should hand the Cimbrone family my hard-won business for them to mess around with.”
“Surely you can see that they want to control their outlets.”
“Well, they damned well can’t control this one. Let them set up their own organization if they want to have control of it. I’m not afraid of competition from them.”
James sighed. “Don’t get so upset, Benjamin. It’s no good trying to fight them. They already own a big slice of your business. They can frustrate you any way you turn. There’s no future in that for you or for anyone else.”
“All right.” Ben took a deep breath and tried to get a grip on himself. “I know I’m going to have to reach some sort of financial arrangement with them. But I want to remain in the wine trade. I don’t know any other kind of work.”
“Oh, I don’t think you need to worry about that,” said James. “There’s more to this offer than just the money. They want to give you a job as well.” He waved his hands vaguely. “Of course, I think they intend to appoint a General Manager from Italy. But they’re looking for growth. They want to expand into the provinces, open new outlets, make the whole thing a much bigger operation. There’s even the possibility of a subsidiary in America. I believe they were thinking of offering you the job of Sales Manager for the whole of this country.”
“They seem to have done a lot of thinking since this morning,” said Ben suspiciously.
James ignored him. “It would be a better salary than you get now. You could choose your own car, within reason. There’d be generous expense allowance, non-contributory pension – everything like that.”
Ben exploded. “Can’t you get it into your head, James? I don’t want to be a bloody salesman. I’ve been running my own business for eight years. Would you go back to being a solicitor’s clerk just because someone gave you a rise and a fancy car?”
“That’s hardly a sensible comparison,” said James huffily.
“Well, you can tell them that I’m damn well not going to be bought out. I want to go on just the way I am. I may be small. I may even be less efficient than a big company. But at least it’s all mine.” He poked his finger at the other man. “And you can also tell them that I don’t think much of them for raising this matter even before Toni’s been buried. Good God, it almost seems as though they were planning this before he died. A fine family he must have. I bet it’s that bitch who’s married to Alfredo. I could tell she didn’t like me. But to do it the day after he dies -.” He shook his head. “Well, I just don’t know.”
“Oh, come now, serious matters like this can’t be allowed to drag on for a long time. Personally I believe it’s just what Toni would always have wanted.”
A terrible thought struck Ben but he instantly rejected it. “If you’re trying to suggest that Toni was a party to all this, I’m afraid I just won’t accept that. He and I had the best possible working relationship. He never gave me any indication that his long-term aim was to hand over control to his family in Italy.”
“Don’t be so sensitive, Benjamin. Toni was firstly a Cimbrone. He would obviously consider his family’s wishes above all others.”
“But he would never have been persuaded into something like this.”
“How can you be so sure? His views may not always have coincided with yours.”
Ben shook his head. “No,” he said with finality, “you can tell them there’s nothing doing.”
The solicitor cleared his throat and looked down at his hands which were now laid flat on the desk in front of him. “I’m afraid you may not have much choice,” he said.
“What do you mean?” Ben felt his breath go short. Was there something dirty going on just below the surface?
The man opened his mouth and closed it again. He seemed to be searching for the right words to explain his comment. Ben had no intention of letting him off the hook.
“Exactly what do you mean, James?” he asked grimly. There was long pause and he almost shouted. “Come on, man - explain yourself.”
After a while Meredith spoke again. “You will recall, Benjamin, when we set up this company, that it was decided that you and Toni would not hold half the shares each.” He swallowed nervously. “This was arranged in order to avoid the company being caught in an impasse if you disagreed over policy. It was agreed that two percent of the shares would be held in trust and that the voting rights for those shares would rest with the trustees.”
“Yes. That was your suggestion, and we could both see the sense in it. In fact the matter never arose because we always talked through any disagreements and sorted them out without any need to involve the trustees.”
“You are also aware,” continued James, “that I am at present the sole trustee. You know also that I get no benefit from these shares myself. I am charged, under the rules of the trust, to use the voting powers (call it the casting vote if you wish) in the best interests of the business and therefore of all the shareholders.”
“What are you getting at, James? Those arrangements were to sort out problems between Toni and me. They are irrelevant now he is dead.”
James shook his head. “That is not correct. I have got the trust document out of my safe to check the exact wording. As I thought, the trust does not terminate on the death of one of the other shareholders.” He pushed a sheaf of papers across the desk. “You can check it yourself, if you wish.”
“So what does that mean?”
The solicitor at last looked up at him and Ben could see there was naked fear in his eyes. What he couldn’t understand was whether Meredith was afraid of him or of something or somebody else.
“I have decided, in the best interests of all the shareholders, that the Cimbrone offer should be accepted. I have agreed that the trust should sell its two percent of shares to them and should then be wound up.”
The Mafia Emblem Page 10
