New York. Friday, February 15, 2002.
When Kerri commissioned the construction and furnishing of the boardroom on the second floor of Iacardi’s new headquarters on Park Street, she could not have imagined the purpose for which it was to be used on this day. Instead of being the centerpiece of the emergence of Iacardi from the ashes of The World Trade Center, as she had intended, it was ground zero in a bitter battle for control of the company. On one one side of the long polished mahogany table sat four representatives of The Plaintiff: Peter Tavaris, Walter Deaks, Billy Dukes, and Sydney Mortimer. On the opposite side sat Kerri King, The Defendant, and her attorney, Marsha Cooper.
In her preparations for the meeting, Marsha had faxed copies of her proposed agenda, complete with background information, to all of the attendees. She sent an additional copy to Vice-Chancellor William McCarthy, who acknowledged receipt and fully endorsed the meeting. All four representatives of the The Plaintiff had done their homework, had their game faces on, and were ready to do battle. The atmosphere could best be described as tense.
“Thanks to all of you for coming,” Marsha said. “You have your copies of my proposed agenda, so you know why I called this meeting. I’m happy to tell you that Judge McCarthy has given his blessing to this gathering. He did so because he’s satisfied that in addition to the items on my agenda, my sincere desire is to encourage The Parties to attempt to find common ground in this case, thereby avoiding expensive court time and needless legal expenses.” She paused, took a sip of her coffee, and gave the other side an opportunity to comment.
“Your agenda says that your client has made a decision with respect to Judge McCarthy’s comments,” Mortimer said, his combative stare riveted on his colleague. “Perhaps we can hear that now, so we know how to behave.”
“Even though Judge McCarthy has strongly suggested that the least worst option for my client is for her to sign the Enerco Offer to Purchase, she has, for reasons that both Judge McCarthy and I laud, elected not to do so.”
“Then we’ll see you in court,” Mortimer said without hesitation. “This meeting is over.” He stood, gathered his papers, and jammed them into his briefcase.
“Sit down, Sydney!” Marsha ordered. “This meeting is not over.”
Respecting Marsha’s authoritative order and her reputation, Mortimer sat.
“Thank you, Sydney. Now we can continue...In his remarks on February second, Judge McCarthy made it perfectly clear that, barring any further arguments from either of The Parties, he would likely rule for The Plaintiff. Sydney, you were there. Is that your understanding?”
“It sure as shit is.”
“Fine. It is now also my client’s understanding. Accordingly, she is prepared to plead nolo contendere in this case.”
“Then have her write us a check for a billion dollars, plus costs, and we’ll all go home,” Mortimer said.
“That isn’t going to happen. It’s precisely why I said this meeting isn’t over...Since my client doesn’t have an extra billion in her bank account, she will have no alternative but to declare personal bankruptcy, in which case The Plaintiff will win the case but receive nothing.”
Marsha’s declaration hit three of the four representatives of The Plaintiff like a tsunami. They appeared as if they had suddenly been deprived of oxygen. It was obvious that none had anticipated this development. Silence prevailed as all four exchanged glances and contemplated the implications. Tavaris, dressed in his usual black pin striped suit, stroked his stubble as his mood descended from hostility to indignation and rage. He had entered the meeting totally confident that Kerri would accede to Judge McCarthy’s recommendation, and that his dream of wealth and power in the Enerco empire would at last be a reality. He turned to Mortimer. “Forgive me, Sydney. I have to say this.”
Tavaris stood. “I have been in this business for my entire adult life. During that time I have been witness to some unbelievably crazy things...This one tops ’em all. I don’t even know what’s in second place.” He paused for effect, then pointed an accusing finger at Kerri, his expression oozing contempt. “This woman is in way over her head. She has never been academically qualified to run a company as large and valuable as Iacardi & Sons. How on earth could she be qualified to bring it back from the near mortal wound it sustained on September eleventh? It is my opinion that with her in charge, the Iacardi shareholders are at risk of losing everything. As fortune would have it, Enerco, a great company, stepped up to the plate and offered to purchase the company, and to pay three billion dollars to the shareholders for the right to do that...Who’s standing in their way?” Again he pointed an accusing finger at Kerri. “That woman, the holder of a paltry three percent of the company’s stock. I don’t know of an instance in business history in which three percent controlled the hopes and aspirations of the other ninety-seven percent. I think her job is more important to her than the expectations of the overwhelming majority of Iacardi shareholders. Now, to add insult to injury, she’s prepared to declare personal bankruptcy to hold on to that job and to deprive the owners of ninety-seven percent of the common stock of the company what is rightfully theirs.”
“Thank you, Mister Tavaris,” Marsha said, then placed her left hand on Kerri’s shoulder. “In case you weren’t watching, this woman, in the space of less than ten years as president of Iacardi & Sons, has taken it from an obscure domestic boutique to the third largest commodities trader on the planet. Her New York division lost three hundred and thirty-eight employees on that awful day last September. The division was left with four employees, three of whom could best be described as hostile. In spite of that adversity, she’s managed to build a new headquarters for the company, completely re-staff the division with top quality employees, and return the company to a level of profitability exceeding that which it enjoyed before last September. In addition, to punctuate her commitment to the company, she loaned one hundred million dollars of her own money to it at zero percent interest.” She glared disdainfully at Tavaris. “Are you and I talking about the same woman?”
“I’d like to ask Miss King a question,” Mortimer said.
“Go ahead and ask it. I’ll decide if she should answer it,” Marsha replied.
“Why are you so adamant about not signing the Enerco Offer? I know you’ve answered this question before, but I’d like you to refresh my memory.”
Marsha nodded to Kerri.
“A lot of people died for the company last September. All of a sudden there was no income for the families and dependents of those people. I care about those families and dependents. I think the company should too. We owe it to them... I’m refusing to sign the Enerco offer because it gives no consideration to the families and dependents of those employees who didn’t own a single share of Iacardi stock. If I sign that offer, those people end up with nothing. I have gone on national television to promise that for so long as I am president of Iacardi, I will not rest until they are given the respect and dignity they deserve. My definition of that respect and dignity is in writing...If Enerco is willing to live with that definition, and commits to do so in writing, I’ll sign the Offer.”
Mortimer smirked and shook his head. “That’s very noble, Miss King. Unfortunately, the Enerco Offer is a proposed business deal, not a charitable donation. In due course, I will be discussing your position with my clients. I strongly doubt that any of them will want a bankrupted person running the company. I’ve had an opportunity to study the Iacardi Shareholders’ Agreement in detail. Evidently, the brothers neglected to change any part of it when they decided to offer shares to their employees. The clause referring to installation or removal of the company’s president still requires the approval of the holders of fifty-one percent of the common stock.” He glared at Marsha. “Now this meeting really is over. You’ll hear from me shortly.”
Surprised and delighted with Mortimer’s revelation, Tavaris stopped beside Kerri on his way out and sneered at her. “Kiss your ass goodbye, sweetheart,” he said, then turned and left.