Downsizing - Part 1 of 3

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“I’m done!” I said to my wife when I arrived home from work.

“Done with what? Me?” asked my dear wife Sally. She was smiling so I knew that she was joking and trying to make me smile. This was a regular thing with her. Somehow, she always knew when I’d had a hard day and that day had been one of the worst I’d ever had.

I smiled back at her. Her knack of saying something to take the edge off a situation was just one of the reasons why I loved her so much.

“I’m not done with you, my darling. I'm all done with work."

“What happened? We only came back from Portugal two days ago? You were in such a good mood when you went out the door this morning?”

“That was then. Judy Thompson from HR handed me this letter an hour ago.”

I gave Sally the bombshell letter.

As she read it, her left eyebrow raised. That wasn't a good sign. I could tell that her legal training had kicked in big time. I'd not seen that for a few years.

“This is a bit of a bummer, isn't it?"

"That, my dear, is the understatement of the century."

“Why are they doing this? Can’t you stop them? Don’t you own a big chunk of the company?”

“Don’t know, no and yes.”

Sally sighed.
“Come on darling, there has to be more to it than this?”

"While we were away on holiday, they held a board meeting without me where they voted me off the board and fired me from the company for opposing their plans for an IPO.”

“Don’t they have to give due notice of any board meetings?”

I nodded.
"They did. It was posted at work on the day I went to the hospital for my annual checkup. They even showed me a photo of the announcement on the board.”

“This was all planned well in advance, wasn’t it?”

“Give the lady a prize. Go to the top of the class. Yes, it is constructive dismissal but perfectly legal according to my contract.”

Sally sat back and dropped her head. I knew that this was her thinking mode.

“If this IPO goes ahead, you stand to get a lot of dosh from it don’t you?”

"That's not the point. The company is at least two years away from being financially sound. They know it, but for some reason, they all want to cash out right now.”

"COVID… They see an uncertain future ahead so, having their crumbs today rather than a possible multi-tier wedding cake in a couple of years looks a lot more attractive. There was a report in the FT a few weeks ago on this very thing. It was all about SME’s[4] panicking at the thought of not being able to survive the almost inevitable post COVID rebound recession. They are looking for a Vulture Capitalist to give them some crumbs today rather than waiting for the honey tomorrow or words to that effect."

Sally was a woman of many talents. Not only had she brought two lovely children into the world, she was a qualified lawyer but, she'd given that up to become a teacher at a local college when her local practice was taken over by a corporate monster from the USA in 2016.

She was my rock and had been there for me through all the struggles I'd had getting my company going, only, it wasn't my company any longer. Getting it into an at least semi-viable company had been a struggle. Power Electronics was not the sexiest thing in the world. However, since the Renewable Energy revolution began, things have looked up dramatically as we made some of the best devices on the market that allowed a solar farm to sync with the grid frequency.

"I had some time on my drive home to think about things a bit. Since we won that big contract for inverters for those Turbines from Germany, there have been rumblings. I didn't think much of it at the time. In hindsight, it seems clear that this revolution has been in the works for a while."

Sally didn’t react but said,
“What about the patents?”

“They are all in my name. They can’t take them away from me my thanks to you. Our… sorry, their product line uses my patents. Now that I’m no longer employed, they will have to licence the technology from me. I guess that I'll get Jamie to send a cease and desist letter tomorrow.”

“Ouch! That’s playing hardball. Are you sure that you want to do that?”

"What does it say in the letter? Final severance between the company and me in return for paying me twelve months salary. Final severance is just that to my non-legal mind. I'm taking my ball or, in this case, my patents and going home. Is that so wrong?"

Sally came to me and gave me a big hug.

"I think that you should sit on things for a few days. As Fagin would say, 'consider the possibilities '. By all means, get that letter written but don't send it unless you are deep down sure that it is what you want to do."

I didn’t react right away.

“I have some news of my own,” said Sally.

“Good or bad?”

“Isn’t it better to get all the bad news out of the way at once?”

"I guess so. Out with it then," I replied, trying to think what on earth her bit of bad news could be.

“Marcus called me today.”

I groaned. Our eldest son was not one to use the phone unless it was bad news. Like many of his generation, he communicated with others using social media.

“It must be bad news for him to use the phone.”

"He wanted to let us know that because of COVID, they didn't see us for over a year, so they have decided to come and visit us for the holidays."

I felt as if someone had hit me right in the stomach.
“Decided? Meaning that he’s not asking us first?”

“Those were his very words,” said Sally.
The look on her face told me that she was not happy.

“That means we are stuck playing host from the 24th until sometime on the 1st then?”

Sally nodded.

That was all we needed.

"I don't know about you but, being here on our own last year was kinda nice. We shut the world out for over a week and… Well, it was nice.”

"I know darling, but…?"

"Couldn't we just head for the sun and leave them to it? Now that I'm not in gainful employment any longer, what is stopping us from exiting stage left? Since you gave up being a full-time teacher and went on the supply list, it is not as if you have a class waiting for you in January?"

Sally smiled.
“That would put the cat amongst the pigeons all right.”

"But we won't, will we? Instead, we will grin and bear it."

"We will unless we can come up with a cunning plan to make them go home on Boxing Day?"

"That… my dear is downright nasty, but I like it."


I spent the next two days documenting my dismissal just in case Sally could sue them but the rules for directors are very different from those that apply to normal employees. I discussed my removal from the company with our family solicitor, Jamie Dodds, who just happened to be Sally's old boss. He'd set up on his own a year after the London takeover. The delay was down to the fact that he had been tied down by contractual reasons from leaving earlier. In the intervening five years, his business had grown from a one-man band to having three other solicitors working for him. I trusted him because he refused to get involved with corporate law beyond setting up companies and drafting contracts.

Jamie had drafted the contract which I’d been employed under so if there were any holes, he’d be the person to find them.

“Sorry Jeff, they did things by the book,” was Jamie’s conclusion after reviewing all the documents.

“At least you stand to get a good windfall from the IPO. If I were you, I’d leave well alone, say nothing and run for the hills with the money you will get from the listing.”

“That’s not what I wanted to hear, but it isn’t unexpected.”

Then I thought for a moment.

“If I were to get you to send a cease and desist letter about the patents, wouldn’t they be duty bound to inform the LSE [1] and the FSA[2]?”

“They would, but that would just be hitting yourself in the pocket. They’d have no choice but to pull the IPO and my guess is that there will be a number of investors who will not be best pleased with that.”

“Do you mean, the selling out and moving on after the IPO game?”

Jamie nodded.
“There has to be people waiting in the wings to swoop in and take the company over. I’ve seen this far too many times in recent years.”

“But? Corporate law is not your thing, is it?”

He shook his head.
“It isn’t but you are not the first client of mine to be faced with a situation not that unlike your own. Forcing out the founder of a business and then selling out is almost IPO class 201. I might be wrong but that’s what I think happened with the founder of UBER.”

His words made me somewhat depressed.

“Think of the bright side. You will get a good windfall from the IPO and whoever owns the company will have to pay you license fees for using your patents until they expire or they pony up a lot of money and buy them from you.”

“Unless they take the whole operation and move it to Asia. Patents seem to mean nothing there.”

“True,” said Jamie.
“But if those patents are used on goods being sold in Europe, the US and the G7 countries then you can sue the importers and end users.”

“That takes time and money. I might have the money but I’d be risking everything if I went after them.”

Jamie shook his head.
“Not if you sold rights to the patents to a new company that is created specifically for that purpose. That company would have zero assets to go after.”

Instantly, the alarm bells rang in my head.

“Stop right there Jamie. I am not having anything to do with a Patent Troll or a NPE[3] and that’s final.”

Jamie smiled back at me.
“Good. That’s what I hoped that you’d say. At least you have not lost all perspective on life.”

We left things at that. Jamie would be sending a letter to the new board reminding them that my contract had a clause that said in the event of the company and I parting company, then License fees would be payable on every bit of product that they sold from the date on the termination letter. He included a schedule of payments just to reinforce how serious we were. He’d broken it down into the price per unit. As I knew the size of the order book, the sum in just licensing alone would bring in almost £50,000 a year.

Before I left, Jamie warned me that if the prospect of having to pay me patent licenses would get them to reconsider my employment situation, then I would probably be wrong.


I emerged from his offices feeling rather unclean. It wasn't Jamie's fault. I had always felt like that about Solicitor's Offices even when Sally was working as one. I remembered back to when she announced that she was leaving. We’d cracked open a bottle of Champagne and got rather blathered.

That evening, I told Sally about my meeting with Jamie. She sat back and smiled.

“That’s what I thought he’d say.”

I started to respond.
“Why didn’t you…”

Then I understood what she’d said. I’d had an impartial second opinion and that made her happy.

“Now what are you going to do?” asked Sally in that way she had of telling you that she wasn’t going to be fobbed off.

I smiled.

“As I was driving home and for some unexplained reason, I thought about a new design for a Frequency converter. It has been rattling around in my brain for a while. It would use a deal of machine learning to make the grid synchronisation faster and more reliable.”

“And you thought that you might head off to your workshop and do some tinkering?”

“Something like that,” I replied.

Sally looked at me with a cocked head. That told me that she was about to say something prophetic.

“You look all tense. Why don’t you go and run a bath and I’ll be up later to give you a massage?”

My wife knew how to twist me around her little finger but for once, I didn’t mind one little bit. She’d often given my neck and shoulders a gentle massage after a particularly stressful day.

What I didn’t expect was for her to come and join me in the bath. If that was a nice surprise then what followed was even better.


“Thanks for yesterday,” I said as I gave her a mug of coffee over the breakfast table.

She grinned back at me.
“It was nice wasn’t it… It got me thinking about the future. Is it possible that we could retire and do something else in a different place?”

“You mean stopping work entirely?”

She nodded her head.
“Work as we currently know it, yes I do. I know that we have tried to do things together but real-life seems to make a habit of getting in the way of anything big other than holidays. Work got in the way of us going away in the summer so we went at the end of November. Could we turn the events at your former company to our advantage?”

“Do you mean sell my shares and this place and escape to the country?”

She nodded.
“Something like that. Downsize to something more suitable for just the two of us and take up doing something else entirely. Obviously, it all depends upon the finances but isn’t it worth investigating at the very least?”

I smiled back at her.
“I have been having similar thoughts, but I have no idea where or what sort of place we’d like. We bought this place at auction because it needed a lot of work doing to it. We’d only just finished the refurb before Marcus arrived, but it was very touch and go wasn’t it?”

I looked at Sally and saw a glint in her eyes. That was a sign that there was some scheming going on in her brain.

“Look darling, go and see Phil Downs. He sorted out your income tax problem a few years back. Put all the figures down and give him something to work with. Do we stay, go, downsize or something else but, if it is possible to turn the event with your company into an opportunity for us to do something together.”

“I have no idea about our net worth, or even how much this place is worth?” I said honestly.

“Then my darling, your task for today is to collect all our financial data together, give Phil a call and check online how much this place is worth. It isn’t every day that a five-bed detached property with one and a half hectares of land and within walking distance of Box Hill Station becomes available. Don’t go to any agents just yet or they’ll be all over the place lusting after the commission. Just gather all the figures.”

“Yes boss. I’ll get everything ready,” I replied.
I wasn’t looking forward to the task. Sally had taken over managing the household when the company began to grow. I suspected that she had a good idea already of our net worth. That was how her legal mind worked. The legal old saying 'never ask a question that you don't already know the answer to…' was very true.

I leaned forward to kiss her goodbye. She responded a lot more than usual.

Then she dropped it on me as she prepared to walk out of the door.

“I think we should try to tie everything up before Christmas. Then we can make it a Christmas to remember especially if we don’t tell anyone about what we are doing.”

For some reason, a feeling of stepping into the abyss came over me as she disappeared off to work.


I went to see our financial advisor, Phil Downs two days later. I gave him the task of working out our financial position not forgetting the inevitable tax implications. During our discussions, he floated the idea that I should make a tentative offer to sell my shares in the company to the remaining shareholders and that I pitch the opening gambit way over their current market value.

While Phil worked on our financial statement, I went back to Jamie and together we drew up a document that offered my shares to the existing shareholders. It was well OTT in terms of price but it would test the waters. I added a million to the asking price and included my patents in the deal. It was all part of making a clean break from the company. Once again, I felt unclean at what I was doing. I didn't start the company just to get rich. I wanted to help the then-embryonic solar and wind generation industries grow. I'd done that but… For some reason, I felt that I still had unfinished business. What that was, I wasn't sure.

[to be continued]

[1] LSE : London Stock Exchange is not to be confused with the other LSE, London School of Economics.
[2] FSA : Financial Services Authority. They regulate all financial businesses in the UK.
[3] NPE : Non Producing Entity. A company set up with the sole aim of getting income from Patent Licensing (by any means including lawsuits and ransoms). They buy patents and then often throw any existing license agreements into the bin. Then they hold the users of those patents to ransom. Pay more per item or… (we’ll see you in court all over the world but often just in East Texas).
[4] SME : Small and Medium-sized Enterprise. These are the majority of businesses in the Western world.

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Comments

Interesting!

What a devious bunch of greedy bast***s ousting the Founder because he can see better timing for the IPO, which isn't right now. But they want to cut and run, grab what they can and avoid any risk of the recession being deeper than anticipated with no guarantees of greater profits to come by waiting.

I'm guessing the fact of the Founder retaining the Patents after being ousted was overlooked by the prime movers in this coup.

Brit

unfinished business?

well, at least he will have the time and money to figure out what he wants

DogSig.png

I get a feeling

Wendy Jean's picture

There is a deeper game being played here, where someone is going to go to prison if not handled carefully.

Intriguing

Robertlouis's picture

Superb and well-researched start as always with you, Sam.

Special resonances for me with this one for me, as I’ve been more or less where your protagonist was, and although we came out ahead in the end, it was close, it was raw, and the deep sense of betrayal still hurts despite the passage of the years.

☠️

I Walked out of a Business Meeting

BarbieLee's picture

Lot of players in this one, it felt like I was reading the minutes of a board meeting. Jeff is fortunate in several ways as he has three legal minds behind him, including his wife. All of them advising him to slow down, don't do anything rash, and to come up with ideas for the best outcome.
Sam put a lot of behind the scenes action into this one. The primer was greed of the Board of Directors. The untold agenda is..., what? They have a job and yet they are determined to take over the company?
Hugs Samantha, your usual excellent story telling is layered deep in this chapter
Barb
Life is a gift with many paths leading to different outcomes. The choice of which path at that moment in our life is our choice. Good or bad it's our decision, not someone else's.

Oklahoma born and raised cowgirl

The lure of money

or... Money is at the root of all evil.
The lure of a good lot cash now and to hell with waiting is a problem that almost all startups have to face. Many founders are pushed out before the IPO, leaving the greedy barstweards lapping up the lucre.
Jeff is lucky to have a lawyer in his corner. Far too many CEO's don't. Didn't the founder of Uber get elbowed like this? No one is safe from the lure of a quick buck now.
Samantha

Three Times

joannebarbarella's picture

I was 'downsized' by foreign companies taking over the one I was working for. Each time I was picked up almost immediately by one of their competitors. I didn't have any fiduciary interests in the companies, although I owned shares. I made a profit on the shares in my original companies because I saw it coming.

A silver lining?

Dee Sylvan's picture

The lady doth protest too much, methinks. Everyone's needs are different, some see a big payday right now and want out. It seems to me that the company probably isn't worth much without the use of the patents, so Jeff has a golden opportunity to stuff it to the investors and make his own deal with the buyer. Or if he is that confident in his new idea, sell the patents and his shares to fund his new company making the new Frequency converter which would set him up with an even larger income stream while he and Sally enjoy life and (since this is BC) his long deferred desire to dress? Great start, Sam. Onto part 2! :DD

DeeDee