Chapter 7: Proposal

I had thought that speaking to Will would put my mind at ease.

It didn’t.

I couldn’t focus for the rest of the afternoon, and I tossed and turned all night, sleeping fitfully and not really getting any rest. It was hard to focus when I got into the office the next morning too. Imogen noticed something was wrong but didn’t say anything. I guess she figured I’d tell her what was going on eventually. She’d been my confidant for almost a year now, after all.

Paige wasn’t so insightful. She was flirty, always trying to get my attention and not being subtle about it.

Perhaps Imogen thought that my relationship with Paige was what was bothering me. I mean, she must have known for certain that we’d slept together by now. Even if she hadn’t been able to read me like a book—which she could—Paige was bound to have told, wasn’t she?

Wednesday morning dragged like you wouldn’t believe. I forced myself to eat at lunchtime even though I had no appetite. And then the final couple of hours before my meeting were the longest couple of hours of my life.

With ten minutes to go, I got an e-mail from Will.

Meeting is in the boardroom.

That was it. Five words. But why would the meeting be in the boardroom? I was even more nervous now than before.

When the clock on my monitor read five to three, I stopped what I was doing, locked the PC, and stood up.

“Where are you going?” Paige asked.

“I er ... I have a meeting, believe it or not. Will wants to see me about ... you know, the work experience.”

“Do I need to come?” Imogen asked.

I shook my head. “He didn’t say so. I guess if he wants you, he’ll let you know. It’s probably a debrief or something. Yes, that’s what it’ll be. And you do those ... you know, separately.”

She nodded. “Makes sense. Okay, so, tell me how it goes so I know what to expect.”

And with that, I headed upstairs to the most important meeting of my life.

The Boardroom was on the top floor of the curved part of the building, taking up about a third of the floorspace at the curved end with the large windows. My understanding was that it was primarily used for meetings between lawyers internally and for meetings with the firm’s most prestigious clients. The door was ajar as I approached and multiple voices came from inside—all speaking in the hushed tones of those waiting for a meeting to start.

I entered to find Will sitting on the far side of the large table which sat in the middle of the room. There were a couple of people on either side of him. On the near side of the table sat one person with their back to me and one empty chair—I figured that one was for me.

“Paul! Come in. Come in,” Will said when he saw me. “Please, take a seat.” He gestured to the empty chair.

Those already facing me watched as I stepped forwards. The person sitting next to the empty chair turned around.

“Dr. Sharpe! What are you doing here?”

“Will invited me,” my university tutor replied.

“I’ll explain shortly, Paul,” Will said. “Please, take a seat so we can get started.” He looked to the end of the table, where his secretary sat—I hadn’t noticed her before. “The door please, Dot.”

She nodded and got up to close the door that I’d foolishly left open. Then she resumed her seat, picked up a pen and readied herself to take notes.

“Given the nature of the meeting,” Will said, taking charge, “I’ve asked my secretary, Mrs Dorothy Smith, to take the minutes. She will prepare a copy for approval and circulate to all present immediately after we adjourn. Everyone happy with that?”

Everyone else in the room except me nodded their agreement. Will looked at me expectantly. I looked around at the others before nodding too.

“Good. Let’s begin. For the purposes of the minutes, the following are present. William Brown, Senior Equity Partner at JMS Law with overall managerial responsibility for the Westmouth branch office. I shall be acting as chair. Paul Robertson, student at Westmouth University. Sally Clapton, also Senior Equity Partner at JMS and Head of the Westmouth branch’s Family Law department. Jeremy Taggart, Junior Equity Partner at JMS and Head of the Westmouth branch’s Commercial Property and Company Law department. Also present, Carole Fox, Westmouth branch Office Manager and Theresa Small, Head of Westmouth branch’s Finance department. Finally, we have Dr Jacob Sharpe from the Westmouth University Department of Law and Paul’s course tutor. I’ve asked him along to advise Paul and generally act in his interests, although this doesn’t preclude Paul from seeking independent advice, which I strongly advise him to do in any case.”

Damn, this all sounded very ominous. Very formal. I wasn’t expecting all this. To be honest, I didn’t know what I was expecting ... But it wasn’t this.

“To recap the current situation. JMS Law has proposed the closure of the Westmouth branch office. The three Equity Partners based here are strongly against this and are actively looking at ways of keeping the office open. Our first, best option would be a straight buy out of the practice, but this is proving to be financially challenging. The next option we considered was approaching another firm to take over the practice but whilst we believe there are several large firms that would be open to such an approach, JMS have indicated they would be resistant to such a move.

“Which brings us to events of yesterday, when Paul approached me with an offer. He is a young man of considerable financial means and has offered to partner with me in an Alternative Business Structure.”

Will paused. He looked down at the papers in front of him, then up at me.

“Paul, forgive the formality, but under the circumstances, it’s prudent to do things properly and to have everything documented. I hope you understand?”

I nodded.

He sighed. “I have to admit, an ABS is not something that had ever crossed my mind, but after you mentioned it, it sparked off a few ideas. Theresa and Carole have been with us for a number of years and the opportunity to reward them with an equity stake in the Firm is very attractive. Jeremy and Sally agree with me on this.

“That said, I’m making no assumptions here. I—Well, we—have put together a proposal for you to look at and everything within it is up for negotiation. Everything. Do you understand?”

I nodded again.

“This is a big step. Especially for someone of your age, but for the rest of us too. Theresa and Carole will need to find the funds to make an investment and even though the three of us—” he gestured to himself and his two current partners “—already have an equity stake in JMS, we need to find additional funds to meet the requirements the SRA set to obtain a licence to practice as an ABS.”

Again, he paused. Then he slid a bound document across the table towards me. He turned his head to Jeremy, sitting on his right, and nodded.

“This is the proposal we’ve prepared,” Jeremy began. “I want you to take it away this evening and read it through. If there’s anything you don’t understand or want clarification on, please feel free to call me—any time at all, no matter how late. Do you understand?”

I nodded again. I was beginning to feel like a nodding dog. A mute nodding dog.

“Good. Dr Sharpe has a copy too and he’s agreed to make himself available to you as well, although I doubt he’d appreciate a call at 2am.”

“I wouldn’t hear a call at 2am. I sleep like a log.”

“When you’re sure you understand it, I want you to spend some time talking it over with Dr Sharpe and I believe that Will can also put you in contact with a couple of people who will offer you some independent advice from a business and investment standpoint rather than legal one.”

Will nodded. “I’ll give you their details later. I’ve already spoken to David and Bobby and they are more than happy to help.”

Jeremy nodded then continued. “Will, Sally and I have secured the borrowing between us to buy out the practice. By that I mean the client database, currently active cases, goodwill etcetera. The stumbling block is this place.” He waved a hand in the air. “The building. It represents a considerable investment by JMS and, frankly, they want their money back. We have suggested negotiating a lease, but they are not interested. The market value of the building has risen since its completion, and they see the profit potential in that.”

“It may be possible for us to get a commercial mortgage,” Will said. “But we would need at least a ten percent deposit for that. This is where your investment could come in useful.”

“Current market value is three and a half million,” Jeremy said. “So, we’d be looking at three hundred and fifty thousand pounds deposit, although we’re not asking you for all of that. How does that sound?”

There was silence as the others waited for a response. I looked at Dr Sharpe.

“You don’t have to answer now,” he said. “Take your time and think about it. Will has already said that we can have the room to ourselves if you need to talk about it. Or we can go somewhere else. My office on campus, for example. Or your house. It’s really up to you. You should know, Paul, that right now, you are the one in the strongest position here. Will’s other partners have been informed that there is a process under way, and they will not make any further moves to close this office until he informs them of the outcome of that process. You can take as long as you need to make sure this is the best deal for you.”

I nodded. “Thanks. Although ... I’m really not interested in what’s best for me right now. I’m interested in what’s best for the people who work here.”

“You’ve already done your best for them,” Will said. “As Jacob said, my, hopefully soon-to-be former, partners have guaranteed me that the office will stay open at least until I inform them of the outcome of what we’re discussing now—however long that takes. And I’ve known these negotiations go on for years. There’s really no hurry. Having said that, the sooner we can get this sorted out, the better as far as I’m concerned.

“Paul, The Firm was ready to start issuing redundancy notices as early as next week. You’ve stopped that. In the short term at least. So now is the time to think about what’s best for you.”

I nodded again. “I have it all, you know. I think. I’d have to check.”

“All of what?”

“The full value of the building. I think I have enough to cover all of it.”

Will shook his head. “Even if you did, it would mean you own too large a share of the business for the SRA to grant us a licence.”

“Then, I don’t know, you could get your mortgage from me or something. I wouldn’t charge interest like a bank would. Or maybe I could buy the building and you could lease it from me, rent fee.”

“You’d have to charge rent,” Jeremy said. “Or risk opening yourself and us up to all sorts of questions from all sorts of bodies.” He paused. “But you could charge us a preferential rate. We could get away with that, certainly.”

I sighed and looked at the ceiling. This was all getting a bit much.

“Go home,” Will said. “Go home, read the proposal and think about it. Then, tomorrow, don’t come to the office, but meet with Jacob and then call David and Bobby—I’ll give you their numbers before you leave. One’s an accountant. The other’s a financial advisor. Both assisted with your parents’ and Clarissa’s estates. They are very good and will be completely professional and impartial.”

I nodded. “Okay. But, what about Imogen?”

“That’s up to you. I know you’re close, so what you tell her is up to you.”

“I mean, If I leave now, how will she get home.”

Will chuckled. “Yes, of course. Sorry. Obviously, she can leave with you now.”

I nodded again. “Okay. I ... I guess ... Thanks. I’ll...” I nodded, picked up the document on the table in front of me and stood up. “I guess I’ll see you tomorrow, Dr Sharpe.”

“See you tomorrow, Paul.”

“So? What do you think?” I was sitting at the kitchen table with Imogen and Mark and had just explained, as best I could, the situation I now found myself in.

“Are you sure this is what you want?” Imogen said. “I mean ... It’s not something you’re doing just to ... I don’t know ... Help? This isn’t just your White Knight complex again, is it?”

I nodded. “I’ve known since I met Will after my parents died that I wanted to do what he did. And in an ideal world, I’d have been doing it alongside him. This might have come a bit early. But working towards being Will’s partner has always been part of my plan. Helping to save peoples’ jobs is just a bonus.”

“I think it’s nuts,” Mark said in his usual no-nonsense way. “Or, at least, half of me does. The other half thinks it’s bloody brilliant. Genius, even.”

“Thanks,” I dead-panned. “That’s really helpful.”

“I wasn’t trying to be helpful, mate. You asked me what I thought. Not what I thought you should do.”

“And what do you think I should do?”

“What Will told you to do. Speak to some experts. Look, I’ve not exactly got a business brain, but I know an opportunity when I see one. And this is an opportunity. But the question is, is it the right opportunity for you and has it come at the right time.”

“What do you mean by the right time?”

“I’d have thought that was obvious,” Imogen said. I stared at her until she continued. “You’ve still got two years left before you graduate. Then more years beyond that before you qualify as a Solicitor. Shouldn’t you be concentrating on that before you worry about owning a business?”

“I don’t know,” I admitted. “Probably. But...”

“But what?” Mark asked when I didn’t finish.

I shrugged. “I don’t know. I just ... I can’t help but think that this is ... I don’t know... Destiny.”

“I didn’t think you believed in Destiny.”

“I don’t. Or I didn’t. But now ... I just don’t know.”

I read the proposal that Will had given me twice before going to bed.

JMS Law was a multi-million-pound business with the Westmouth practice alone valued at just over two million—not counting the building. Will and Sally each had an equity stake worth half a million. Jeremy had half that. So, to save the practice they needed to purchase just over an extra seven hundred thousand pounds worth of shares. On top of that, they needed another three and a half million to purchase the building. A total investment required of over four million, two hundred and fifty thousand pounds.

Will, Sally and Jeremy had already secured the funding themselves to purchase the extra shares—a combination of borrowing secured against their existing and future share of the firm and cash investment from their savings. They also had an agreement in place for a commercial mortgage for the building but, as Jeremy had said at the meeting, what they didn’t have was the deposit of three hundred and fifty thousand to secure that mortgage.

The proposal was that Will, Sally and Jeremy would each go ahead with their already secured borrowing and use that to purchase the practice, but that all three would become equal shareholders at twenty-five percent each. The two managers, Theresa and Carole, would invest one hundred and fifty thousand each (again a combination of savings and borrowing) to secure five percent each and I was being asked to invest four hundred and fifty thousand for a fifteen percent share. When added together these new investments were more than enough for the deposit on the mortgage.

That meant that between them, Will, Sally and Jeremy were still very much in charge. It was only ever if there was a disagreement between them on any issue, that I’d be asked to vote on any decision.

I know it wasn’t much—and I was almost certain I’d side with whatever Will thought on anything to do with running the business—but I still wasn’t sure I was comfortable with that level of responsibility. I wasn’t sure I was comfortable with having any management responsibility just yet. What did I know about running a business?

I’d need to talk to all the people Will had put me in contact with to find some way around it. Will, Clarissa’s mom and Pete Williams had managed Clarissa’s shares in Liddington-Phipps before she turned eighteen, maybe we could set up something similar for me until I was ready for the responsibility.

It played on my mind long after I turned out the light and I finally got to sleep somewhere around 2am. I’ll be honest, I was hoping for a dream. Before she’d left me, Clarissa had promised she’d be there to help if I really needed her. And right then, I really needed her. I needed her advice. I needed her reassurance.

But I didn’t get it. I slept a dreamless sleep, and for perhaps the first time ever, I woke up finding myself wishing that I hadn’t.