New York. Thursday, February 28, 2002. Ten A.M.
The stage was set. The day of victory for Peter Tavaris and reckoning for Kerri King had arrived. Like gluttons at a banquet table, Sydney Mortimer, Walter Deaks, Billy Dukes, and Tavaris laughed and joked with one another as they waited for the meeting to begin. Kerri, flanked to her left by Marsha Cooper, stood and marched to a glass and metal podium. She was seconds away from opening a meeting she knew would end her tenure as president and C.E.O. of Iacardi & Sons. At the written request of Peter Tavaris, and in compliance with her fiduciary responsibility as president, she had called a Special Shareholders’ Meeting to be held on this day at the Sheraton New York Hotel, one of New York’s finest convention destinations, on 7th Avenue. All of the shareholders living within commuting distance were present. As a result of the phenomenal growth of the company in the ten years of Kerri’s presidency, video over internet protocol was in place to broadcast the meeting to the company’s branch offices in Toronto, London, Geneva, and Hong Kong.
Legal and binding ballots had been mailed to each of the company’s shareholders in advance of the meeting. A very detailed information package, vetted by both Sydney Mortimer and Marsha Cooper, was included with each ballot. The information included, in explicit detail, the opinion of Judge William McCarthy, that in the absence of further arguments from either of The Parties, he would rule for The Plaintiff, and award one billion dollars plus costs to them. It went on to chronicle Kerri King’s response to Judge McCarthy’s opinion and recommendation: her continued refusal to sign the Enerco Offer to Purchase Iacardi, her intention to plead ‘No Contest’ to The Plaintiff’s lawsuit, and her intention to declare personal bankruptcy in the event Judge McCarthy made the award. Tavaris and Deaks, the authors of the information package, knew the Iacardi shareholders would arrive at the same disappointing conclusion that they did: under no circumstances did they want a bankrupted individual running their company. All of the Iacardi shareholders were employees, former employees, or estates of deceased employees. All were asked to consider and vote on three Motions: to replace Kerri King as president with Peter Tavaris, effective immediately, to amend the Iacardi Shareholders‘ Agreement, effective immediately, to reflect more appropriately the realities of expanded share ownership, and finally, to accept the renewed, but unchanged Enerco Offer to Purchase Iacardi & Sons.
Kerri gently tapped the microphone to ensure that it was working. Only those close to the lectern saw the tears in her eyes. “Good morning everyone. I’d like to call the meeting to order, and in that connection I’d like to ask Chester Martindale, chief accountant for Blake, Edwards, auditors for Iacardi, to give us the ballot tabulations.”
Martindale, an average sized man wearing an average suit and tie, gathered his papers and stepped to the lectern. An air of anticipation swept over the room as he put on his reading glasses, lifted the top sheet of paper from his stack, and cleared his throat. “The Motion to replace Kerri King as president of Iacardi with Peter Tavaris is carried. All shareholders participated, no abstainers. Kerri King and the estate of Miles Dennis dissented. The Motion to amend the Iacardi Shareholders’ Agreement is carried. All shareholders participated, no abstainers. Kerri King dissented...The Motion to accept the renewed, but unchanged Enerco Offer to Purchase Iacardi & Sons was carried. All shareholders participated, no abstainers. Kerri King dissented,” he said, triggering an outburst of cheering, whistles, and loud clapping. He removed his reading glasses, gathered his papers, and returned to his chair.
Tavaris, ecstatic, removed his cell phone from his jacket pocket and speed dialed Ken Layton. “The bitch is out. I’m in. Iacardi’s yours,” he said, then closed his phone and returned it to his pocket.
Kerri, not surprised, but deeply disappointed and saddened by the failure of all of her efforts to provide a continuing source of income to the families and loved ones of the Iacardi employees who had died for the company, stood and approached the lectern. Her dream had been shattered, she had been defeated by her opponents, and removed from office by her peers, but she still looked beautiful and composed. “...It’s time to say goodbye,” she said with a genuine smile. “It has been my pleasure and honor to serve as president of this great company. I thank all of you for your kindness and for the support you have given me on more occasions than I can mention. I wish you continued success in the future.” Tears flooded her eyes as she returned to her chair and everyone, except Peter Tavaris, Walter Deaks, Billie Dukes, and Sydney Mortimer, stood and gave her a long and lasting ovation.
The clapping continued until Tavaris, smiling like a newly crowned monarch, approached the lectern and raised his arms, pleading for silence. He stroked his stubble while waiting for the applause to subside, then began his well rehearsed presentation. “The democratic process has spoken,” he said, sparking an applause far quieter than he expected. “Iacardi is indeed a great company and its greatness is at long last about to be realized. This is going to happen because you have chosen wisely. You have elected to place this incredible enterprise in the care and control of Enerco, an organization with enormous human and financial resources. Thanks to your votes and the grace of God, I intend to allow Iacardi to reach its full potential, and to take it to heights for which it was destined... Thank you for the confidence you have shown in me. I promise to work tirelessly and to do everything in my power to ensure that you are rewarded abundantly for your decision to do the right thing.”
Another loud and standing ovation prompted Tavaris to lower his head as if to accept a crown. To savor the adulation, he remained in that position for several ecstatic seconds, then raised his arms to ask for silence. “As your new president, it my first official duty to move that this meeting be adjourned. Do I have a seconder?”
Deaks raised his right hand.
“This meeting is adjourned. I plan to stay and answer any and all questions. Thank you again for your confidence.”