Never trust a businessman.
The ones in quarter zips and golf pants will immediately steer the conversation away from substance to their comfort zone of playoffs and Sportscenter.
The ones in black jeans and hoodies are going to toss out buzzwords and fictitious Silicon Valley connections like weapons.
The earnest ones, with ponytails and beat up messenger bags, assert principles on repeat until dollars are on the line.
But, this fucking guy.
He welcomed me with a voice polished to reveal exactly nothing about his background. His shirt, unbuttoned at the neck, was a white so blinding that not a single fiber can ever have seen the outdoors. And over the shirt, his suit draped, no dripped, with such an extravagant blend of precision and subtlety that if it was an entree it would have been plated with tweezers and sprinkled with gold dust. The handshake was his only discernible flaw, a shade too rough, belying his youth and years ahead perfecting the calibration to his companion’s mood, attire and gender. “Nice to finally meet you in person, Ms. Taylor. Please, come in.”
He waved me into the conference room towards the closest chair, its white leather back to the wall of glass sheer to the hallway and facing a spectacular view of the city and harbor beyond. He pulled it out slightly for me, revealing a water glass and coffee mug already in place, a pad of paper and substantive black pen perfectly angled like fine-dining cutlery. A crystal pitcher of water and decanter of coffee sat in the middle of the table, which he rounded to face me. We both eased into our seats. I noticed mine was adjusted a little lower than his, certainly comfortable for my smaller frame, but leaving me looking up at him. I reached under the seat, found the lever I knew was there, and dug my 4-inch heels into the floor to gain another three inches from its hydraulic lift. And waited.
Gavin smiled.
“Thank you for coming in. I’ve prepared an agenda for our time together.”
I gave a slow smile and nod as he pressed a button and the large monitor to my right started to glow. Without looking at it, I leaned slightly forward to respond.
“I am certain we can come to a swift agreement on everything you’ve prepared, Gavin. Which will provide momentum for the additional agenda items I’d like to discuss.” I slipped two thick, ivory sheets of paper out of my purse and handed one to him. There were just three numbered items on each sheet.
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The will
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Evaluation of competency
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Distribution of assets
Gavin glanced down. While his face maintained its cool demeanor, I noticed the bob of his Adam’s apple in a telltale swallow. He dipped his chin briefly before turning to face the monitor. Angling my body, I could see a list prepared to perfectly contain any discord into a few obfuscated items.
I sat back in my chair, arms relaxed on the rests, and waited. Gavin began his prepared introduction.
“As you know, Marsha is convalescing at the beach house. As corporate counsel, I have three responsibilities: work for the best interests of shareholders, in the long-term interest of the company, and guide you, Marsha, and the full Board on legal matters affecting the company. On rare occasions, these responsibilities can come into conflict. When that happens, the first responsibility takes precedence. .
“In this case, resolving ownership questions amongst Kitchinstrument’s largest shareholders, namely you and Marsha, is of paramount interest to the remaining shareholders. Ultimately, I anticipate we can find solutions amenable to everyone involved.”
He paused. Yes, this was rehearsed, but delivered with fluid precision. Still, I needed to shake things up.
“Gavin,” I was careful not to rush my interjection. “We all know that regardless of K Inc’s past performance, nearly all of its innovations have matured and fully dominated the market. The one exception is Bistrobot. And all of the documentation of Bistrobot, from its napkin-sketch origins to current multi-year waiting list, demonstrates that I own the IP.”
“In the thirty years since our father died, our mother entrusted K Inc’s management to Marsha and I. Over that span, our roles shifted and evolved in response to changes in the market, business, and our own lives. When I assumed the CEO and Chief Innovation Officer roles five years ago, both our mother’s will and family trust were updated so that forty percent of corporate assets would be in my name, thirty five percent in Marsha’s, and twenty five in our outside shareholders at the time of my mother’s death.”
“I understand that Mother amended her will in the last six months. We do not need to re-litigate how that happened. I believe if I challenged it, I would be successful. We can discuss Mother’s competency if you’d like.”
I sat back and crossed one leg over the other, catching a bracing flash of blood red from my left sole when I did. As dry as my throat was at the moment, I refused to take the dewy pitcher and pour myself a glass. Gavin needed to see me as invincible, without any human weaknesses.
“However, that may be unnecessary. I am prepared to turn over the entirety of my personally held K Inc shares to Marsha, avoiding complex, costly and lengthy battles. In return, I ask that Bistrobot be spun into a separate entity, with me as the sole shareholder.”
Gavin picked up the pen in front of him, twirled it twice around his fingers, then leaned forward. “Interesting proposal, Ms. Taylor.”
I smiled, certain I had the upper hand. “Please, call me Mel.”
“Mel. As I’m sure you can guess, spinning off Bistrobot will be a difficult task, with all of the K Inc expertise and investment that went into its development, and early buzz in the trade press.” Gavin glanced at the circa-early 2000s office phone sitting at one end of the conference room, drawing my attention, too. It was the first I noticed the red light on it, blinking.
“Marsha and the other major shareholders are prepared to accept your proposal, however. They believe that the cost of the spinoff can be offset with a $20 per-unit royalty in perpetuity.”
That bastard anticipated my plan from the very beginning. Certainly Marsha, or more likely her unscrupulous lieutenant Jan, was on hold. Bistrobot’s early pre-sales were promising, but pricing in a royalty that size was going to delay our break-even point by at least two years.
I thought quickly and did some math. “$5 per unit for the first 100,000 units. Then $15 per unit for the next 100,000 units. That will net K Inc $2,000,000. I’m sure your firm does not intend to bill K Inc that much for a completely amicable and uncontested spinoff, Gavin.”
At least he had the common sense to look demure and feign consideration of how long it had been since we last issued an RFP for corporate counsel. .
“As you know, Mel,” and I refused to give anything but a completely neutral face at the familiarity I had granted him, “These deals can be unpredictable, and it’s unclear how much in legal, accounting, and shareholder services will be needed. That amount may well be too low, and not leave K Inc with anything for the trouble.”
Sure, I had lowballed, but I hoped it would at least generate a counter offer. Now I was stuck, and either had to raise my own offer or get him to put one on the table.
“Gavin,” I pitched my voice low, almost to a purr, “Why don’t you estimate how much those costs will be, and we can come up with a royalty that leaves everyone whole.”
He grinned, showing off a straight, bright smile that suggested an investment nearly as large as his fancy law degree. Damn, he was enjoying this. “This deal needs to net no less than $5 million from the spinoff, guaranteed, regardless of sales. I’m sure you can use your considerable business experience to come up with an offer that aligns with that foundation.”
Now I was pleased, although I was careful to keep my smile subtle. Gavin had no idea how little I cared for money, and how much I cared about independence, success, and making my own way.
“Done. I will have the trust wire you $5,000,000 by the end of the week.”
With this I stood, gathered my purse, and extended my hand.
“It’s been a pleasure doing business with you, Gavin.”
“Ms. Taylor?” Gavin was back to formalities. “Do you still want to talk about the will, competency, and distribution of assets?”
“Gavin, we already did. My true inheritance is the acumen and entrepreneurialism I learned at my father’s side more than three decades ago. Everything else is just a bonus. And I don’t need to fray my relationship with Marsha any further.”