Chapter 46: Boston Legal Systems

January 13, 1992, Chicago, Illinois

“Good morning,” I said. “On the phone, we have the five members of the Board of Directors, as well as Jamie Ferguson and Matt Kern of Allen & Baker. We also have Mr. Samuel Shapiro, of Shapiro/Gleason in Boston. In the office with me, I have Elyse Clarke, Kimmy Bradford, and Jeri Lundgren.”

“Welcome everyone,” Joyce said. “I call the Board to order. It’s your meeting, Steve.”

“Thanks, Joyce. I’m sorry for the short-notice meeting, and I extend my apologies for being unable to share the agenda in advance, but I think you’ll understand why. If not, I’m available for whatever beatings you might wish to administer, or, in Karl’s case, hanging me from a yardarm.”

Karl laughed, “I don’t think we hang people from yardarms these days!”

“Good to know!” I chuckled. “The reason we are all on the call, is that late on Friday, Arthur Drake, President of BLS, and I, for NIKA Consulting, signed a binding asset purchase agreement, pending Board approval, whereby NIKA will buy all software, licenses, and customer accounts from BLS, with effect March 1, 1992.”

“Jesus,” Beth whispered.

“Damn!” Al exclaimed.

“Mr. Kern is here as our M&A advisor, Mr. Shapiro is here representing BLS, and Miss Lundgren is here as she’s providing the financing.”

“Son?” my dad inquired, leaving the question hanging.

“After reviewing the financials, I don’t want to deplete our reserves, nor do I want to tap into our credit line. I also don’t want structured payments to the BLS founders. I prefer to simply shake hands, give them a check, and be done. Jeri offered to finance this for us, without requiring any equity, or explicit collateral. Jamie reviewed the financing agreement and he’s satisfied that it’s in order. In effect, she has first claim on NIKA’s assets as primary creditor, should we fail to repay. The only exception would be paying off the mortgage on the building, which is explicitly pledged as collateral to the bank. Elyse, do you want to say something?”

“Yes. The interest rate and repayment terms are very favorable. I checked with Bruce Grady, and the agreement provides sufficient consideration for the IRS to accept it as a loan. No lien would need to be filed. She could, of course, seek a lien if it were necessary, based on provisions in the agreement. Based on my financial projections, we’ll be able to satisfy her note within two years, rather than the five-year term. There are no prepayment penalties. As Steve said, it’s very favorable.”

“Thank you,” Joyce said. “I’m assuming there’s a question to be called?”

“I think we need some details of the deal first, don’t you?” my dad asked.

“Technically, we could call the question and cover that under discussion, but we’re conducting today’s meeting informally, so Robert’s Rules don’t apply.”

“Let me explain the terms,” Mr. Kern said. “And Mr. Shapiro, please jump in if you think I’m misrepresenting anything.”

He went on to explain the terms, including how much we’d pay to eliminate all of the debt BLS had taken on, how much we’d pay to each of the founders, and exactly what we’d get in return.

“Just one point,” Mr. Shapiro said. “While you wouldn’t take on any of the corporate liability, you do have a liability to the customers to fulfill the support contracts which extend through the end of the year. That’s made explicit in the agreement.”

“Yes, Sam, I’m sorry,” Mr. Kern said. “I should have made that clear.”

“We’re not purchasing anything but the software and customers?” My dad inquired. “No equipment? No staff? And we’d have no obligations to any of them?”

“Correct on the purchase terms and obligations,” Jamie said. “Steve, do you want to expand on my answer to the staff question?”

“Once this meeting is completed,” I said, “assuming I have approval, I’ll make plans for Cindi, Jeri, Sam, and myself to fly out to Boston. I already have our travel agent looking at options. We’ll interview the staff, and Jeri, Sam, and I will review their software, while Cindi reviews all of the customer records. We’ll decide which staff to retain. Most likely, two support people and one programmer. We will not, under any circumstances, extend an offer to Jefferson Greene.”

“Except for a cigarette before his firing squad,” Beth laughed.

“Spoken like a true programmer,” I chuckled. “Penny had a similar idea, though I think she’d dispense with the cigarette. In any event, everyone else would still work for BLS, and it would be up to BLS how to handle them.”

“When will this be announced?” Al asked.

“To our staff, at our regular Monday staff meeting, though everyone will attend today, not just the managers and executives. That means at 10:00am our time to ensure our California team is available.”

“And to BLS at a company lunch today at noon,” Sam said.

“There’s a one hour discrepancy there,” Karl observed. “Is that an issue?”

“There are no contacts between the firms of which I’m aware,” I said. “So it shouldn’t be an issue. We’ll put out a joint press release just before close of business in Boston today. BLS already has plans to fax notices to their customers. They’ve also agreed to continue normal operations until March 1st, though they can wind down certain parts of the company before then with our approval.”

“It sounds as if you have this all mapped out,” Al said.

“Thank Mr. Kern and Mr. Shapiro,” I said. “They did all the hard work.”

“And the lawsuits?” Karl asked.

“Will be dismissed, today, with prejudice, between NIKA and BLS,” Jamie said. “Mr. Shapiro and I will file the necessary motions and notices of no contest this morning. Mr. Shapiro will work with Nelson, Reed, and Pulver tomorrow to do the same thing.”

“Is Nelson aware of this deal?” Joyce asked.

“Only their managing partner,” Mr. Shapiro said. “He has no objections, but needs to inform his partners before they find out by me dismissing the suit. That’s why the short delay.”

“Please tell me if I’m not allowed to ask this,” Al said. “But how are you being paid, Mr. Shapiro?”

“We submitted an invoice to BLS on Friday evening. That is one of the liabilities of the corporation that will be paid from the proceeds of the sale.”

“And that number was agreed by us,” Mr. Kern said. “The fees are reasonable and customary.”

“Yeah, for sharks!” I chuckled.

There was general laughter.

“Sam, I’m sorry,” Jamie said. “Mr. Adams has a blind spot in his extreme capitalism when it comes to paying lawyers!”

“Show me someone who doesn’t!” Sam Shapiro laughed, and everyone else joined in.

“Is there any other discussion?” Joyce asked when the laughter died down.

“If I may,” Al said. “Miss Lundgren, are you sure this is wise, given that you work for NIKA?”

“I don’t know, Doctor Barton, is it wise to put my boss on the Board of my Foundation?”

There were several surprised gasps.

“Steve?” Joyce asked, incredulous. “Is she serious?”

“That she is,” I said with a grin Joyce couldn’t see. “She sent out a press release to that effect Wednesday morning. It’s been in all the papers!”

“But you? As private as you are?” Joyce protested.

“You missed the events of the last two weeks. My wife decided to make a public donation to a new crisis counseling center at the hospital for which Bethany will serve as first director. That kind of made a mess of my desire to stay private. I even gave a couple of interviews.”

“Steve,” Jamie said. “I think we can have the lawyers hang up and stop charging you!”

“Yes, please! I believe the board will approve the plans. If we have questions, we’ll call.”

They hung up, and the conference call continued.

“Interviews?” Joyce asked. “Wait? Bethany? Hang on!”

“We can take all that later,” I said. “I’d like someone to call the question.”

“I move we approve the terms of the buyout agreement with BLS,” Beth said excitedly.

“Second!” Al said.

“Any further discussion?” Joyce asked.

There was none, so she called the question. Unsurprisingly, it passed 5-0.

“Now that we have THAT out of the way, spill!” Joyce demanded.

“I think I’ll hang up,” Al chuckled. “I already know all of this!”

“Me, too,” Karl said. “Steve told us about the Foundation and the interviews at Guys’ Night.”

They hung up, leaving my dad, Joyce, and Beth on the phone. I quickly ran through the events to the complete astonishment of Joyce and Beth. My dad, through a few comments, indicated he wasn’t surprised. And that didn’t surprise me, either.

“Jeri, how did you talk him into serving on the board of such a left-wing group?” Joyce asked.

Jeri laughed, “The NEW Lundgren Foundation is not going to be left-wing. Bethany’s crisis center is our first non-political endowment in a long time. Steve even got one of his ‘nuke them until they glow’ conservative friends to donate to the center! I’m sure I’ll lose plenty of votes along the way, but with Steve at my side, and with me taking over full control of the Foundation on January 1, 2005, all those silly left-wing causes will eventually be done. Hospitals, clinics, food pantries, housing. All apolitical. All designed to directly help people in need.”

“How did Bethany get appointed as first director?” Beth asked.

I took that question.

“She and Jessica hatched the plan, and then Bethany wrote the proposal. When Jeri read it, she decided Bethany was the perfect person for the job, called her, and offered it to her. I only found out at the announcement.”

“Typical!” my dad laughed. “The women always scheme behind your back. Though if you complain about it, I might have to come up to Chicago and knock some sense into you!”

I laughed, “I hear you. But I assumed CEO duties for the family just as I did NIKA, so that kind of scheming is over and done with.”

“It’s about damned time!” Joyce said.

“You too?” I chuckled. “That’s what Elyse said.”

“My grandfather tried to teach you that YEARS ago. I suspect he’s smiling in heaven with his cigar and glass of anisette right about now.”

“Let us know if you need anything, Son.”

“Will do.”

We hung up the call.

“Steve, if you need a personal assistant for your new corporation, I’m available!” Kimmy said sexily.

“That rock on your finger says otherwise!” I chuckled.

“Then perhaps you should stop undressing me with your eyes every time I leave your office!”

“Kimmy...” Elyse warned.

Jeri laughed, “I think she’s on to something. I say we call Tasha and Penny in and give him some VERY personal assistance!”

“Jeri!” Elyse hissed.

“Forget it, Elyse,” Jeri said. “I know. The other girls know. You know. You just didn’t know we all know! I mean, I could go further and invite Julia and Charlie in as well! Cindi never got it, so she can’t be invited!”

“But how?” Elyse asked.

“We’re smarter than he is!” Jeri laughed. “And some of that is public, anyway.”

“But why reveal what you did?”

“Reveal? Kimmy knew. Well, she figured it out. And Penny had a suspicion. And you knew. Do you really think ANY of us are going to say one word about this? No way!”

“I don’t know why I was surprised to find out that you know,” Elyse said.

“So, about that ‘personal assistance’?” I grinned.

“Fat chance, Mr. Adams,” Elyse replied. “The rule about staff applies to everyone but me, and I’m grandmothered in!”

“Not yet! You have a few years to go before you’re a grandmother!”

“Smart ass! We need to prepare for the staff meeting.”

“I think Steve has a staff!” Kimmy teased.

“Not in the office, Kimmy,” Elyse said firmly. “The same goes for you, Jeri. I know you aren’t in my chain of command, but we can’t tease like that here.”

“Sorry,” Kimmy said, chagrined.

“Sorry I brought it up,” Jeri said. “I shouldn’t have.”

“You’re just no fun,” I muttered under my breath, just as Penny did to me.

Elyse laughed and we left the conference room. I went to her office to go over the reports we’d cover at the staff meeting, as well as put together a ‘Fact Sheet’ on the BLS deal to give to Cindi and her team. We called Kimmy in a bit later to ask her to speak with Barney at the travel agency and confirm our travel plans.

Just before 10:00am, I called the leadership team into the small conference room and broke the news to them. Both Cindi and Julia were completely flabbergasted. Dave’s reaction showed that he already knew, which drew a quick look between him and Julia that I knew meant a conversation later.

“Who gets the privilege of firing Jefferson?” Julia asked.

“Someone from BLS. We’re not taking their employees en masse. Just a couple of support people and one programmer.”

“Are we moving them here?” Cindi asked.

“I think for the two support people, we’ll give them their choice of Pittsburgh, Chicago, or LA. Obviously, if they decide on Pittsburgh, we’d have to extend our phone system there, but we’d planned to do that by the end of this year anyway. It’s already budgeted. The programmer, yes, they’d have to move to Chicago. In each case, they get a relocation package, and a special, one-time bonus which will be significant, but only paid if they stay two full years.”

“And I get to pick from all their people?” Cindi asked.

“Yes. They’ll bring the support staff to Boston from their remote offices to meet us. My rough guess is we’ll need two. We’ll figure it out as time goes on, but we want to start a project to convert them to our system as quickly as possible. You’ll need to start working on those details, Cindi. I’m guessing we’ll chew up a bunch of time from consultants to get us over the workload hump. Work with Julia on that.”

“What about the programmer?” Julia asked.

“Sam and I are going to do the interviewing. Jeri will be doing code review, and Sam will help with that, too, just as I’ll help Cindi with the customer review. This programmer will more or less be on a special project for the next eighteen months, supporting the current user base. They’ll work directly for Cindi, then, when the time comes, transition to Zo’s team.”

“For me?” Cindi asked.

“You’re the one who’ll decide what changes should be made to best support the BLS software. I don’t want Dave to take his eyes off the ball with regard to his goals. I spoke to him and he’s cool with that.”

“I guess that does make sense. We’ll need to cross-train the BLS people at some point.”

“They’ll be pretty busy, I think. According to the staffing list, they have five support people now. We’re taking that down to two.”

“And sales?”

“Do you need more sales reps?”

“No. We’re all busy, but not so busy that we’re losing deals. And we get plenty of consulting referrals from Charlie’s team and the folks doing Novell, cc:Mail, Windows, and Mac support.”

“That answers your question. We don’t need their accounting folks, and it would be silly to relocate them if we did. Any outstanding invoices are theirs to collect. We’ll begin billing the customers at our normal rates when their support contracts expire. Some of them are on monthly contracts, others annual. We’ll see a small, but growing, revenue stream from that in March. They have to keep their operations going until March 1st, though they can end things earlier if we agree. They can obviously terminate any non-essential personnel, but they still have to get our approval.”