‘Well, that sounds really exciting!’
Chateau Kirwan, Margaux 1992, Grand Cru Classé is a delightful wine, Holger thought, and still reasonably priced, even at a restaurant like this. He let the wine fill his mouth as he watched the man across from him. Niels Jørgensen was one of Holger’s good clients, one with whom he had developed a close relationship through the years, although Niels was old enough to be his father.
Holger remembered the first time they had met almost ten years ago. It had been at Grøften, one of the oldest and most traditional restaurants in Tivoli Gardens, and Holger had been slightly apprehensive but, at the same time, really eager for the meeting to happen as it was sort of a pseudo-employment interview. Niels Jørgensen had wanted to suss out whether the chemistry was right between them. Niels Jørgensen’s accountant had recommended that the local solicitor be replaced by a more internationally focused lawyer from Copenhagen. Niels Jørgensen’s packaging business had endured a few tough years and had been forced to adjust to meet the rising challenge of foreign competition. Thus younger and more internationally attuned assistance was needed to address 140these challenges. The meeting went well, and Niels Jørgensen’s business had proved a lucrative client.
Niels Jørgensen had soon asked him to join the company’s board of executives as chair, which triggered a new phase of their relationship. A more personal, deeper bond had evolved, and Niels Jørgensen now confided in him about every aspect of his life. Like people’s relationship with their priest in the old days, Holger thought and cut himself another piece of the rarely cooked tournedos.
‘Strategically, the timing is perfect, right now. We get a lot of enquiries about corrugated cardboard solutions that we have neither the machinery nor the expertise to handle,’ Niels Jørgensen declared enthusiastically.
‘Well, then it’s good that I can squeeze another M&A deal into my super busy diary,’ Holger replied and winked as he raised his glass to toast.
He plunged his nose deep into the glass and inhaled the wine’s bouquet, while trying to hide his joy at the substantial fees the new case would bring. On top of the many hours of contract negotiations, preparing a data room to satisfy a buyer’s due diligence would, in itself, amount to many billable hours. Quite a strange expression, due diligence, Holger thought. Every lawyer knows it’s not merely about scrutinising all aspects of a business to ensure everything is kosher. That it was going about its business diligently. It was equally about finding issues that could be used in negotiations, to secure a lower purchase price.
Holger produced his Mont Blanc platinum fountain pen and began outlining issues important to the contract negotiations on the back of a napkin. Some of these were obvious, but he needed to ensure that Niels Jørgensen had a complete picture of the process 141ahead. Others were points for his to-do list, areas he needed help on, such as an environmental survey of the property in Svenstrup, south of Aalborg, where the production facility was located.
The remainder of the dinner disappeared in a blur of one elaborate dish after another, garnished by intense conversation about the upcoming divestment of the business. Formula B had many business patrons, not all of whom truly appreciated the food’s gastronomic artistry. Holger smiled at a waiter’s obvious irritation with customers who showed a lack of interest in his storytelling about the granularity of the menu. Holger paid the bill after a couple of double espressos and left the restaurant with a happy Niels Jørgensen in tow. It was one of the lovely, balmy July evenings which showed the city at its best. They had not entirely concluded their discussions on the transaction and decided to stroll down Vesterbrogade. Engrossed in their discussion, they reached Vesterport Station without having finished. Holger followed Niels Jørgensen across the street to the Royal Hotel and let himself be persuaded to join him for a drink at the bar. He had to be at the office early to make preparations for an AGM the next day, but he was definitely in the mood for a nightcap.
‘A gin and tonic for me. Lime, not lemon, please,’ he told the bartender with a smile and turned to Niels Jørgensen with a grave face.
‘This’ll be a big case. Would you expect to negotiate a fixed fee in advance, or should we just base it on time spent, as usual?’
He tried to make the question sound as innocent as possible, taking full advantage of his role as a self-appointed confessor.
‘I don’t know. Isn’t it good enough to do it as usual?’
Niels Jørgensen’s answer revealed with startling clarity that the 142entire economic implication of the innocently posed question had not dawned on him.
‘That’s fine. I’ll just do it on billable hours, then.’
Holger lifted his drink, squeezed the lime slice with the straw and raised the glass in salute. The case could be highly lucrative: time spent as a variable for the legal fees on a transaction was like selling elastic cords by the metre. This will be a great year. Many in the industry will soon realise I’m one of the heavyweights. A few more good cases, and I’ll be the very top of the pile. Holger licked his lips with satisfaction and emptied his gin and tonic in one.