A limousine waited for him, turbines thrumming, at the edge of the field.
‘Take me home,“ Regan said crisply.
The meeting came to order at ten that morning. Once again, Regan confronted the faces of Global Factors’ Board of Directors, four old men, six younger ones. Bruce and his satellites looked like fat cats this morning, Regan thought- cats who had already eaten the canary. He could practically see the blood on their jowls. His blood.
They were all exaggeratedly polite to him, Bruce and Rex Bennett and Lloyd Holt and David Emery, the four old men who had come here this morning not to praise Claude Regan but to bury him. They were all smiles, shaking hands with him, effusive and buoyant.
Regan’s own faction seemed grimmer, as well they might be. Two of them had every right to look grim-which two, Regan wondered?-because they were the turncoats who had joined the four veterans in demanding this special meeting. The rest of Regan’s men had good reason to show tension, too, for if they stuck by their loyalty to him, they might very well find themselves jobless tomorrow-while if they betrayed him, and he somehow prevailed anyway, they would suffer for it. A wrong guess at this stage could be expensive.
Sitting quietly, waiting for the meeting to open, Claude Regan computed the odds.
He began with a seven-four majority on the Board of Directors. One of his men had voted against him the last time, and probably would do the same today. That cut the majority to six-five. Another of his men had turned against him at least to the extent of voting to call this special meeting. If that same man voted with Bruce’s faction on Regan’s ouster, that made it five-six the other way, after Bruce, as chairman, broke the tie.
Therefore, Regan realized, he would be out of a job by lunchtime, barring a miracle.
But not finished. There had been a time, only last year, when Bruce had controlled the entire Board, eleven men out of eleven. Claude Regan had been a director then, but he, like the others, had always voted as Bruce asked. Yet Regan had surmounted that. Outnumbered one to ten, he had swept away six of the old directors, put his own slate in office, and taken over as Chief Executive Officer. A proxy battle had been the method. The stockholders had put him there.
He had done it once, and perhaps he could do it again. There were about a hundred million shares outstanding of Global Factors common stock. Regan owned three and a half million shares outright-three and a half percent. Friends and associates of his controlled another seven million shares. That gave him about a ten percent interest in the company.
The Old Guard faction had him badly there. Bruce himself, the largest single stockholder with 12,000,000 shares, could outvote Regan and all his backers. Bennett, Holt, Emery, and their supporters, adding their votes, could give Bruce a fat twenty-four percent interest.
The rest of the shares-75,000,000 of them-were in public hands, ranging from million-share blocks down to ten-share holdings. The votes of these stockholders would decide any battle for control. Fifteen million of the publicly-owned shares were registered in the name of a single brokerage house, the giant Merrill Lynch-Hutton combine. Merrill Lynch did not own the shares itself, of course; it simply held them for the accounts of thousands of its clients. But it recommended to its clients the way it thought those shares ought to be voted. The last time around, the whole block had gone solidly for Regan, because the Merrill Lynch-Hutton people felt that young blood was what Global needed. That dumped a whopping fifteen percent into Regan’s hands. But would they vote that way again? Or would they decide that the younger Regan had shown himself to be fiscally irresponsible in his brief stay at the summit, and had best be deposed?
That was the sticking point, Regan knew. In 1989 he had been able to muster more than sixty-five percent of the outstanding shares, through proxies, and he had elected six men to the Board of Directors. Here, in 1991, he might not be able to put together more than twenty-five percent of the voting stockholders, if that many-which would leave him unable to regain control.
‘I hereby call this meeting to order,“ Bruce Regan declared sonorously.
So it had begun.
Regan glanced tightly across the table and said, “Mr. Chairman, I’d like to know which of the directors voted in favor of calling this special meeting.”
‘Certainly,“ Bruce said, and a riffle of tension ran through the younger men at the table. He consulted a list at his elbow, strictly for show. ”Petition for special meeting was signed by directors Bennett, Holt, Emery, Olcott, Harris, and B. Regan, comprising a majority of the Board of Directors. Pursuant to Article XII of the corporation’s charter, such a meeting has been therefore called.“
Regan nodded. Now he knew the names of the two defectors, at least. Olcott and Harris. He eyed them now.
Henry Olcott was the firm’s comptroller: a thin, dry-voiced, prosy little man in his middle forties, with a flair for finance that belied his drab exterior. Regan had never regarded Olcott as a personal friend, but they had worked well together for a long time. Olcott had begun as a ninety-dollar-a-week accountant, and now, largely thanks to Regan, he was a millionaire less than ten years later. Why, then, had he turned to the opposition?
Regan thought he knew. Above all else, Olcott was a dol-lars-and-cents man. He believed in profitable operations and in sound financing. Loyal as he was to the man who had made him wealthy, he had a higher loyalty to the company. He would turn against Regan only if he felt the Factor’s policies were leading Global toward fiscal disaster. Olcott’s change of sides must have been the result of profound meditation, since Olcott certainly knew that by deserting Regan he was making a powerful enemy.
The thought that Olcott must believe he was irresponsible did not cheer Regan.
The other defection was harder to understand. Sid Harris was the one out-and-out puppet on the Board of Directors. He was Nola’s brother, and it was nepotism, pure and simple, that had put him there. He was ostensibly a lawyer, but his practice had never amounted to much. Regan had put him on the Global payroll-he was getting no fortune, but more than he deserved-and had made him a director as well. It was a hell of a situation, Regan thought, when a man’s own brother-in-law turned against him. But perhaps Bruce Regan had felt the same way when his nephew had slipped the stiletto into his back a year and a half ago.
Harris looked troubled by his decision. He was a soft-faced man, and right now he was tugging at his doughy cheeks in obvious distress. Olcott looked more composed, at least outwardly.
Bruce Regan said, “There’s only one matter on the agenda for discussion at this meeting. That’s the leadership problem. It’s the feeling of several members of this board that the controlling officers of the company have taken an increasingly wayward and irresponsible course.”
‘Several members of this board have felt that way for a year and a half,“ Claude Regan said.
His uncle nodded amiably. “Yes, but they comprised a minority. However, recent events have obviously produced some soul-searching among the other members of the board.” Bruce Regan stared straight at his nephew. “Claude, I won’t mince words. I’ve got a majority here that thinks you’re wrecking the company. The public at large seems to think so too, considering that the price of Global stock has fallen more than fifty points in the last six months. I want to ask you to resign as Chief Executive Officer, Claude. I’d rather you did it gracefully, without forcing us to throw you out with a vote.”
Regan shook his head. “I don’t plan on resigning. And you can’t throw me out.”
‘I’m sorry to inform you that we can, Claude. As you well know. I now control a majority of the Board. We can remove you. Wouldn’t it be pleasanter if you simply stepped down voluntarily, Claude?“