There was a red flag if I’d ever seen one. I leaned in and looked him in the eye. “Do you think he is letting his own potential for profit influence his fiduciary duties? I mean, if he is offering you legal advice based on his own best interest, that is so unethical that he could be disbarred.”
“No, no, no,” he said, hands patting the air. “Jeff would never let personal greed sway his loyalty to me, or his professional duties as my in-house counsel.”
“Then why am I here?”
“You’re here because you’re the best contracts attorney I know, and I trust you implicitly. Anyway, back to your original question about outsourcing, Jeff said that even if we added a clause prohibiting Price from moving those manufacturing jobs out of the states after the acquisition, their lawyers could get such a ban squashed after the fact if they could prove the company would benefit by moving things off shore.”
“So why bother adding the clause?”
“Exactly.”
I studied his face for a moment. It pained me to see him so worried. “Have you had this conversation with Price? Who is your point of contact there?”
“Reed Helstrom, the senior partner who I’ve known for years, and the young guy in charge of acquisitions, hot shot investment banker named Conner McGee. He’s probably your age or a little older. Ever heard of him?”
“No, but if he’s in charge of acquisitions at Price Bean & Whitlock before age fifty he must be a shark.”
“Oh, he’s a shark, all right,” Uncle Allen said. “You’ll get to meet them both tonight at dinner.”
“So, when you talked to Helstrom and McGee about your concerns, what did they say?”
“Reed assures me that nothing is going to change. Things will continue exactly as they have been, with me in charge and manufacturing staying here.”
“And you believe them?”
“I have no reason not to, not really.”
“And that’s the only concern you have?” I asked. “That they will shut down the plant and outsource the jobs?”
He thought about it for a moment, then began to nod. “I don’t trust the bastards, but yes, that’s my only fear. Price Bean & Whitlock has a reputation of buying businesses and parting them out to sell off the weaker pieces, but BD is strong across the board. There would be one reason I can think of to sell off the pieces when the whole pie is worth ten times more.”
“Then it sounds like a great deal, dear uncle” I said with a smile, picking up the contract and tapping it on the table. “And I’ll be expecting a very expensive Christmas gift this year. Just tell me what you need me to do.”
“I need you to sit down with these bastards and go over this contract line by line before I present it to the board for signatures,” he said, leaning in to tap a stiff finger to the table. “Get across the table from Conner McGee and make sure we’re not missing something. Make sure that me and my people don’t get double-crossed somehow.”
“Three-hundred-million-dollars is a lot to spend just to double-cross someone,” I said. I sat back and thought things through for a moment. “How long will it take Price Bean & Whitlock to see a return on their investment if things continue as they are now?”
He took a long breath and did the math in his head. “Probably five or six years, give or take changes to the industry and our ability to keep up. Why?”
“You mentioned selling off the weaker pieces.”
“There are none,” he said quickly.
“If they did break up the company, would it increase the time it takes to see a return?”
“I’ve thought about that, too,” he said. “I don’t see how they could speed up or increase return on investment by breaking the company up. The pieces aren’t worth the sum of the whole business.”
“Well, then I guess we just sit down with them and see what they say,” I said. I pushed up my sleeve to look at the watch Uncle Allen had given me when I graduated law school. Instead of giving me a $10,000 Rolex, he’d given me a $50 Timex with a note that read: Time is money, don’t waste either one!
I asked, “What time are we meeting them for dinner?”
He glanced at his watch. “Eight o’clock, so three hours. At the Roxie downtown. It’s a little ritzy for my taste, but they do have a good porterhouse steak.”
“Okay, I’m going to go back to my place to freshen up.” I gathered up the contract and tucked it inside my briefcase, then let him escort me out. He had a car waiting for me at the curb.
“I don’t mind taking the subway,” I said.
“The subway is a dangerous place,” he said. “You need a car.”