“Avery, the portrait of Finn is fantastic!” Juliet declared into the wavy Skype image of her friend that appeared on her laptop. “I’m so happy you’re painting so wonderfully again.”
“It’s the first new one I started since... well, you know,” she said with a wan smile. “I wanted to thank both you and Finn for all you’ve done to help me.”
“So Finn’s shrink was a good thing?”
“Helping both of us, I think. That doc really knows her stuff. She worked for the VA before she joined the American Hospital, here. Among several things we do in our sessions, she’s basically showing me how to retrain my brain and consciously choose to think something else when bad stuff comes up. It doesn’t always work, mind you, as Finn has probably told you, but I’m definitely getting better.”
“Does he know you sent me the portrait of him?” Juliet asked casually.
On her laptop’s screen Avery’s smile grew wide and she chuckled. “Of course! I thought I’d better get his permission before I gave it to you. His only worry is that you wouldn’t know what to do with it.”
Juliet held her laptop’s pinpoint camera in the direction of the portrait so Avery could see it was in her room.
“Well, I love it! I’m going to hang it today on my wall, right over there,” she gestured. “Tell Finn I’m thrilled to have it, will you please?”
“Here, tell him yourself. It started snowing like mad last night so we all decided to stay over at Claudine’s after midnight mass at Notre Dame. Now Jamie and I and my art professor are at Finn’s barge for supper. Here, let me hand my cell phone to him.”
Juliet had been so concentrated on Avery’s face on the screen that she hadn’t noticed the background, which she now saw was the wood and glass windows identifying the pilothouse interior on L’Étoile de Paris.
Finn’s handsome face and distinctive deep voice suddenly filled her screen, a replica of the portrait she still held in her hand.
“Hi... Merry Christmas again,” he said. “Or I should say Joyeux Noël.”
“And the same to you.”
He cast her an apologetic look. “Hold on just a sec, will you? I’m cooking something on one of my burners. Let me turn it down while we talk.” He turned away to fiddle with the controls and soon turned back to her.
“What are you making?” she asked.
“I’m hoping I’ve mastered Coquilles St. Jacques.”
“Oooh, fresh scallops dripping in that wonderful cheesy white wine sauce?”
“Lots of white wine called for so, I figured how bad could it be?” Then he added, “The good Doctor A says booze cooked in food is okay... all the intoxicants are gone.”
Juliet laughed. “The taste without the one-two punch. Clever you!” Then she asked, “You even have the shells to serve them in?”
Juliet told him about one of the Bay View’s chef specialties, that of making sea scallops presented in large shells and cooked in a Napa Valley sauvignon blanc.
“Borrowed the shells from Aunt Claudine. The lady worked for Vogue for thirty years, don’t forget. She possesses every specialty serving item known to the culinary world.”
“It sounds like you’re all having fun,” she said, unable to keep the wistful tone from her voice. “Wish I could say the same.”
Finn frowned and paused. “Hey, what’s wrong? More family squabbles?”
“That, plus Jed was just being a son-of-a-gun this morning. I’m glad Jamie is missing all the nastiness, but man, do I wish I were over there with you all.”
“I wish you were right beside me, helping dish out the chow.”
She laughed. “Chow? You need a much more elegant turn of phrase for the French cuisine you’re creating.”
“Speaking of which, hold on again.” He walked toward his right where the sink and burners were embedded in the desktop. “I’m turning this baby off. There!” She could clearly see the Eiffel Tower out his window. “Okay, what gives with that ex-boyfriend of yours?”
“Oh, I don’t want to put a damper on your day, there,” she hastened to say, trying to wind up their conversation on a positive note. “I’ll tell you sometime when your scallops aren’t bubbling. Enjoy your feast, but you’d better let me speak to my baby brother before I sign off.”
“Okay,” he replied and she could hear the reluctance in his voice, “but I mean it, Juliet. I really wish you were here with us.”
“Thank you for that... and the sentiment is mutual, believe me. At least I have Avery’s wonderful portrait of you for company in my rooms.”
“It felt a little weird when she showed it to me, saying it was her Christmas present to you. I thought maybe you won’t want it, or won’t have a place to hang it.”
“I love it, Finn,” she assured him. “See that wall behind my desk over there?” She pointed behind and to her right. “It’s going right there as soon as I can get a hammer and nail.”
Finn’s relieved expression filled the screen. “Turns out Avery sneaked a photo of me and worked from that for a week. Now, I want her to do one of you. I’ve commissioned her, in fact.” Before Juliet could react to this startling news, he said, “I gave her that great picture I took of you sketching the de Medici Fountain at the Luxembourg Gardens that day. Uh oh. Here’s Jamie. Bye, now.”
Sensing her call was interrupting the party, Juliet briefly told Jamie how she’d just literally fled the family scene.
“Brad hasn’t softened his position one iota since you’ve been gone. He’s demanding our total loyalty in the coming fight with the VCs. Wants everyone to sign some sort of document, but I haven’t seen what it says, yet.”
“Holy crap. The guy is paranoid.”
“Maybe not. The rumblings are getting louder about a potential takeover. I can tell Brad knows that there are folks who wouldn’t necessarily fight a change of control.”
“What does the lawyer say about our position?”
“He’s still looking into it at the rate of six-hundred-and-seventy-five-bucks-an-hour.”
“Wow. Well, let me know what you find out, as I’d really like to never come home.” Then Jamie amended, “For a while, at least.”
“I hear ya. Sounds like you’re having fun, right?”
Jamie’s voice lowered and he turned his back to the others who were sipping drinks and eating some sort of hors d’oeuvre. “Like you, I love Paris, but I’ve got some close competition here, I think.”
“With Avery? Really?”
“Really,” he repeated in an even lower voice.
“Who?” Please not Finn, she thought suddenly.
She saw her brother cup his hand over the phone’s speaker. ”A Frenchman. Alain somebody. He’s standing right behind me. He’s Avery’s art teacher where she studies. He eez ver-ry char-mant, you know what I’m saying?”
Juliet glimpsed the elbow and shoulder of an additional male figure in the background. She could see the furrows between Jamie’s eyebrows. She smiled back at him with as much cheer as she could muster.
“Look, bro... you’re pretty damn charming yourself, so don’t give up. Alain’s been great to Avery since the attacks, that’s all. Meanwhile, say hello to the Eiffel Tower, will you?”
Jamie turned his head to look out the windows facing the river. “Ah... so you know this view pretty well, do you?” His grin looked comically distorted on her screen.
“Only as a very well-behaved guest.” Then she added, “I miss that view. A lot.”
In the way that Jamie could always read her like a book, he said, “Does Jed know how you feel about the view?”
“He knows I finally told him to get lost.”
“Well, now... that is a nice Christmas present,” chortled her brother.
Juliet laughed too. “Merry Christmas, Jamie. Give my love to everyone there.”
* * *
It had begun to rain hard by the time Juliet reached the lawyer’s office on Battery Street on a cold January afternoon, two days after New Year’s. Edward Adelman, of Adelman and Marx, was a specialist, she’d learned, about stock options in start-up companies that had gone public on the New York Stock Exchange. Adelman was also skilled in coordinating hostile takeovers—or fighting them. Whatever his clients hired him to do.
The advocate, celebrated among his peers for his lean-and-mean approach to the law, reached for her dripping raincoat and hung it on the back of his office door. If he weren’t in his custom suit and tie, Juliet speculated he was most likely one of San Francisco’s “Spandex Warriors.” These were the sinewy professional men in their mid-thirties and forties seen hunched over six-thousand-dollar road bikes as they crossed the Golden Gate Bridge most weekends and toiled up Mount Tamalpais in Marin County on the other side of the Bay. Juliet judged the man was fit, buffed, and only mildly arrogant.
Deeply conscious of the clock ticking at $675 an hour, she swiftly broached the reason for wanting this face-to-face meeting following a brief conversation by phone.
“So, Mr. Adelman—”
“Edward... please,” he said with a practiced smile as he indicated a chair opposite his office desk and closed the door.
“Edward,” she corrected herself, ignoring a sixth sense that he might be coming on to her. “So, from our initial phone call, it sounds as if you’re saying that my younger brother and our parents and my own best chance for receiving the most advantageous payout to exercise our company stock options would occur if there is a change-of-control within the company?”
Adelman nodded, adding “And in the case of you and James, this would be especially true if you two elect—or are asked—to terminate your employment at GatherGames as the new owners take control.”
“Got it,” Juliet said.
“Under those circumstances you would—or I would, actually—bargain for an immediate payout of your stock and for an acceleration of your options granted to you to purchase more stock at the price when the company was founded. All this would be in exchange for a fast exit—which would then, of course, leave your brother Bradshaw without some important family allies and bolster your position with the take-over contingent even more strongly.”
“Whoa...” Juliet said on a long breath. “That’s pretty radical. Is it the only way to get my parents, Jamie, and me out of this thing in one piece?”
The hotshot lawyer nodded once more, a self-satisfied smile quirking the corners of his mouth. Then his expression grew serious. “This is a guts ball game,” he warned. “In the legal world, we call it ‘negotiated accelerated vesting’ caused by an ‘ownership change of control,’ coupled to the termination of you and your brother as employees—with all events orchestrated to happen at the same time. It’s a pretty neat hat trick, but we’ve managed it in a number of hostile takeover situations like yours.”
“In other words, the dissident investors on our board of directors, or someone they choose, take over—and Jamie and I and our parents band together for a certain price that the new owners are willing to pay us immediately, in return for surrendering our roles at work, our stock, the options, and votes—and all this takes place at the same time?”
“Correct.”
“And what about my parents’ ten-million-dollar equity loan on the hotel granted GatherGames when the company concentrated solely on video war games?”
Adelman smiled, clearly enjoying his role as the maestro of this mischief.
“As I pointed out earlier, all these transactions would have to be negotiated almost simultaneously with the new management. Paying off the equity loan against the Bay View Hotel would be part of the overall deal.”
“It does sound tricky.”
“It certainly can be... but that’s why you hire someone like me.”
“At your hourly rate... which I calculate is about $11.25 a minute,” Juliet said baldly, “tricky is as tricky does, I suppose.”
Edward Adelman blinked as his lips settled into a straight line that reminded her faintly of Jed whenever she’d disagreed with something he’d said.
“Actually, you’ll be paying me about nineteen cents a second to pull off this particular trick.”
“If you actually do pull it off, it’ll certainly be worth it,” she replied. “But if it doesn’t work, my parents could lose everything, we could end up with pennies on the dollars of our five-year investment and nobody in the family speaking to each other.”
She allowed her words to hang in the air. Adelman cocked his head and cast her a steady look, as if accustomed to hearing the veiled complaint that the firm’s fees were outrageous, even by San Francisco standards—and with no guarantee of a happy outcome.
No point in beating around the bush, she thought. “So what do you calculate are our chances of success?”
“You all have a fair amount of clout in this situation, given the shares of stock you own outright, along with the hefty number of stock options that you, your younger brother, and your parents have been granted as founding employees and investors. It’s probably very worth your while to initiate such bold moves so you can cash in the options as well as the stock long before the ten-year expiration date.”
“Ten years?” she moaned. “I thought it was two! Isn’t that the deal I signed?”
“In certain instances, yes, it’s a ten-year wait. You can sell the family-held stock at five years, which occurs in July of this year.” He glanced at the sheaf of papers on his desk, adding, “Bradshaw Junior’s granting you those additional stock options when you became design director last year might not have been legal without the normal, longer waiting period, but I’ll negotiate all issues at the same time, seeking an immediate payout of everything from the new owners. It’s been done in other cases.”
Juliet was aghast that she’d known so little about the papers she’d signed. She silently chastised herself for not consulting her own lawyer long before this. When the company had been formed, she’d signed her name on whatever her father or Brad put in front of her, assuming that they both had her best interests at heart.
She’d been only half right.
Edward said, “From the contracts you showed me, your father signed the same deal, as did your brother James. The reason for the usual ten-year delay to exercise and sell all your stock options is to grant the company stability. However, when founding members do cash out at a given date, they reap the rewards for having worked since Day One.”
“But what if my parents don’t want to do what Jamie and I want to do?” she asked with a worried frown. “What then?”
Her mother’s blind loyalty to her eldest son was a huge obstacle to overcome, along with her proven ability to control her husband on this subject.
“In that scenario, if you authorize me to, I will do my best to secure a favorable settlement of these questions for just you—and your brother James, too, if he so desires. We’d still propose to those taking over the company an accelerated vesting in such a way to reduce your tax liability.”
Juliet tapped the pile of papers sitting on the highly polished desk. “Jamie and I will pay whatever tax is due because we want out immediately if there’s a change of control. Expect to hear from us if we decide to exercise this plan.”
“Of course,” he murmured. “I understand. As you said on the phone, this is just an exploratory meeting today.”
She glanced at the wall behind Adelman’s head and noted a Stanford diploma, wondering, with a sharp intake of breath, if the ice-in-his-veins attorney was in college at the same time Brad was. She pointed above his head. “I see you went to the same university my brothers did. Just to confirm... my coming to see you and the matters we’ve discussed won’t leave this room, correct?”
“Of course not,” he responded, clearly offended by such a suggestion. “Our firm promises absolute confidentiality.”
“San Francisco’s a small town,” she reminded him.
“And we are a firm that obeys the strict rules of the California Bar Association.”
“Glad to hear it,” she replied, offering him her sweetest smile. “Did you know my brother Brad when you were there?”
“I certainly knew who he was. So do most of the Stanford grads in town, I suspect. Champion long-distance runner, summa cum laude, then biz school star, and all that.”
“That’s why I asked,” she said, her glance locked on his.
The attorney looked down at the file folders on his desk and said, “Well, rest assured, nothing that transpired in this room leaves this room.”
Juliet glanced at her watch. She’d been there two minutes shy of an hour.
“Excellent. Well, tick-tock. The hour’s not quite up and it’s time for me to go.”
Edward Adelman rose from his executive chair and retrieved her raincoat from the hook behind his door. He helped her put it on and escorted her to the reception area, nodding a greeting to a colleague who was just then emerging from another office. As attorney and client approached the elevators, Juliet noted the young associate wore perfectly pleated, navy trousers, a sky blue and pressed dress shirt—no tie—but with the sleeves rolled halfway up, revealing the deeply tanned forearms of a weekend athlete.
“Hey, Eddie. Up for a game of squash tonight?” he called to her attorney.
“Can’t, Gavin. Gotta a ton of work. Maybe on the weekend?”
The other lawyer shot Juliet an appreciative glance before he raised his hand, cocked his thumb over two extended fingers, and feigned shooting at Adelman. “Gotcha. We’ve gotta plan, buddy.”
Still smiling, he winked in Juliet’s direction.
What an ass... That could just as easily have been Jed Jarvis sauntering down the hall, she thought.
The elevator arrived. “Good to have met you in person, Ms. Thayer,” Adelman assured her, holding his palm against the door to allow her to step inside.
Juliet smiled her thanks. “I’ll be in touch when my brother James and I—and my parents—have a chance to confer and then come to some decision about what we want to do next. It may be a while, but you’ll hear from me either way.”
“If the rumors of a take-over get any louder, don’t wait too long. Timing is everything in these matters.”
“Quite a juggling act,” she agreed tersely. Then she added, “Thanks again.”
* * *
After the meeting with her attorney, Juliet felt matters in her life had suddenly gone far beyond mere juggling. She was now engaged in a high-wire act, balancing a high-pressure job she despised with operating in sleuth mode to try to stay on top of the constant maneuverings of GatherGames’ wrangling board members. Rumors were rife that companies like Nintendo, Rock Star, Valve, and Sony Computer Entertainment were all sniffing around, aware of the possibility that the company’s restless principal investors might be interested in doing a merger or encouraging a takeover bid.
Two days after Juliet’s meeting with Adelman, the attorney gave her the good news that he had all the rules and regulations at his fingertips and was ready to “execute” whenever she felt it appropriate to “pull the trigger” on negotiating a total buyout. Juliet had taken his call in the empty ladies room at work and then had immediately called France.
“Okay, then,” Jamie said. “But I think, for the moment, we should just sit tight and keep our mouths shut and our ears to the ground.”
“But if this takeover kicks in,” she whispered hoarsely, repeating the lawyer’s warning over the phone, “we cannot hesitate. At that point I’ll give Mom and Dad the same information the lawyer gave us. It’s up to them to decide what they want to do.”
“Good work, Sis. I’ll see you soon.”
“How’s it going with Avery?”
“Tell you when I get home. Bye, now.”