Chapter 49

I sat back and opened the folder. Once again, there were no originals.

The first document was a copy of what looked like a telephone transcript. Whether the call was taped internally or the result of a wiretap was not indicated. The date and time were both redacted.

BVH: This is the baron.

Caller: Bonnie Leland here. I have a request to make of you that is to our mutual benefit.

BVH: Do I know you?

Caller: Not personally. My mother is Mary Leland. The Mary Leland.

BVH: What can I do for you, Miss Leland?

Caller: I would like to meet in person. I will be in New York next Tuesday.

BVH: I’m busy next Tuesday.

Caller: I’m sure you are. What I wish to discuss with you is confidential and very much in your monetary interest. All I ask is to be heard.

BVH: I told you I’m fully scheduled that day, but why not come by my office? Perhaps I can fit you in, if you’re prepared to wait.

Caller: I prefer to meet at an outside location away from prying eyes.

BVH: Why the secrecy?

Caller: I don’t…My mother…She has ways of getting information, and if there is one thing I’ve learned, it is the value of discretion. You do know my mother and her reputation?

BVH: I am aware of who she is, but why should I get between you and your mother? This is obviously a family matter.

Caller: It is, hence the need to be discrete. She doesn’t have to know a thing, and as I said, it will be to our mutual benefit.

BVH: You keep repeating that. I mean no disrespect, but I don’t see how it concerns me.

Caller: You are aware of the firm Boskins and Harold? Here’s some news: my mother is aware of it too, and so am I. How much is two hours of your time worth?

BVH: I see. To answer your second question: a great deal.

Caller: Do you have a figure in mind?

BVH: I do.

Caller: Double it. I’ll see you for lunch on Tuesday. I’ll pick you up in front of your office at noon.

BVH: It will be a very expensive lunch.

Caller: If you only knew how expensive, but not to me. You may even decide to pick up the tab yourself.

BVH: I wouldn’t bet on it. Bring your checkbook.

Caller: I never leave home without it. See you Tuesday.

The next document was a lengthy legal analysis put together by the Wall Street legal firm of Pringle, Palmer, Sullivan, and Duffy regarding board members of listed companies and their fitness to serve. It outlined the relevant case law and stated unequivocally that any criminal or regulatory investigation of a board member, regardless of its merit, could and would be grounds for a member’s forced resignation. It supported these findings by citing notable real-world examples and concluded that the potential downside risk to a business’s reputation was the deciding factor in forced resignations and in fitness to serve issues in general.

Next was a handwritten letter from Bonnie:

Mother,

I am exploring the possibility of coming forward with new evidence to open (or reopen) a certain investigation, but I have moral considerations on going forward. Do I go with family reputation and loyalty, or am I obligated to put what I know before authorities? It is a question that weighs heavily on my mind. I have even gone so far as to seek religious counseling to resolve the matter but am still in a quandary as to what to do. I am sure I will make up my mind eventually.

On another matter and no way connected to the above, I would like to outline a few things on my wish list. I believe you must write down your desires if you want them to manifest. You might try this as well. I have found the practice most helpful. Here are a few of mine:

1. I want full control and ownership of all blocks of voting stock you currently have in all listed and unlisted entities.

2. My half-brother is to get the absolute minimum cash bequest to prevent a legal challenge to your will. We could go over it together. (The maximum I would accept for him is a few million, although if legal counsel can give me reason to consider a different amount, substantiated by precedent, I would take that into consideration.)

3. I want the New York Fifth Avenue apartment put in my name, and I wish to occupy it as soon as possible. Current residents would have to vacate. You should inform them — rather you than me.

4. The Rhinebeck house is to be deeded over to me as collateral for the outstanding loans made to Dodge Capital that I now own or else I will call them at the earliest opportunity. You can inform them of this as well when you let them know about the New York apartment.

I may come up with others, but these should suffice for now.

What do you think? Perhaps you can advise me? My next attempt at the resolution to my moral dilemma will be to take some time away for quiet meditation and reflection.

Your loving daughter,

Bon

Lastly was a lengthy impact study of the financial, legal, and political consequences of Mrs. Leland relinquishing control in favor of her daughter. This was done by a Mr. Charles A. Dunn, CPA, CFA, attorney at law, and was confidential to Mrs. Mary Leland. A cover letter was attached that started with the usual “Pursuant to your request, the following summary is provided with supporting documentation…”

The study detailed the impact of generational transitions on family-controlled businesses up to and including Fortune 500 companies. It pointed out that although there were many successful transitions, those that included family discord were the exception. In every instance, the company in question imploded significantly across all metrics, regardless of size or scope of business. Primarily, this was due to incessant in-fighting that distracted management from adhering to earlier successful practices. The paper further highlighted that in the absence of significant grooming and apprenticeship from an early age, transitions to a new generation of owners often resulted in the eventual loss of family control, in favor of independent management followed by retrenchments in family net worth. The study concluded that due to the absence of training, apprenticeship, and demonstrated performance ability, the passing of control to her daughter would in all probability follow a similar trajectory. The analysis added that with the high likelihood of a contested turnover and taking into consideration the extensive nature of the holdings involved, the move might have far-reaching adverse repercussions. The paper recommended a succession plan with clearly outlined rules of qualification and performance, as the best preventative measure against such an outcome. If this was the direction Mrs. Leland wished to go, apprenticeship should start immediately once the qualifications and performance criteria were determined or a more suitable candidate, or candidates, chosen.

I put down the file. Johnny had already finished his and was smoking a cigarette, lost in thought.

“Well?” I asked.

Johnny got up and began to wander about the room.

“Let’s summarize what we have so far: we have two files and several situations, four obvious from the data and one that is unstated but rather immediate. Let’s start with the obvious,” said Johnny as he ticked them off on his fingers.

“Number one is the deliberate sinking of our partnership. Two is Bonnie’s hint of blackmail to force Maw to relinquish control. Three is Bonnie’s threat to call in the outstanding debt of Dodge Capital to get her hands on the deed to Rhinebeck. And four is the transition conundrum.

“The fifth, which is unstated, involves Maw’s motives for giving us this information in the first place. My guess is that she wants to know what we, and you in particular, are going to do about the fact that our demise was engineered. My tentative conclusion is that she’s considering using you, or both of us, as successors to bypass the potential conflict between her immediate children, without having to relinquish familial control to an outside party. Now, for the moment, this solution is way down the list of possibilities, but if she likes what she hears and ultimately sees, the idea could gather some credibility. It’s typical of Maw. She’ll have several plans in play. This is merely one of them, but we should tailor our response with that in mind.”

“It’s an interesting take on her motives,” I said, “and makes some sense, although I don’t give the idea much of a chance, even if you’re correct. I think she wants me to walk downstairs and blow away the baron or Bruni to demonstrate my courage. I won’t do it, and I won’t allow you to either. Frankly, I’ve no idea what to do about any of this.”

“I understand. The Bruni thing is quite distressing, I agree,” said Johnny, looking at me carefully. He knew that was the crux of the matter. “But you can’t very well hand the files back to Maw and say, ‘Thank you for the information. I’ll get back to you when I think of something.’”

“True enough, although I must admit, that’s exactly what I want to do.”

Johnny sighed. “Look. Think of this as a test. It is a test, so let’s treat it like one. Let’s make it all hypothetical, like one of our brainstorming sessions. We came up with more than one brilliant idea, if you’ll recall. I do happen to have some good whiskey tucked away in my dresser, and we do have a couple of glasses in the bathroom, which I’ll even wash before we use them. You really must get into the spirit of the thing. Really, it’ll be fun. You’ll see.”

“I suppose so,” I said with some reluctance. “I hope you have something in mind because I sure don’t. I’m completely blank.”

“Not to worry. I’ve just the remedy.”

Johnny whisked himself off to his room. He knew me too well. Bruni’s involvement really bothered me, and until I had it out with her, I knew I would never get my head in the game. Now was the time for me to deal with it.

“I’ll be right back,” I yelled and slipped out the door.