Not For Sale - Part 4

Printer-friendly version

It was early afternoon when I returned to the office. Debbie greeted me with a smile.

“She’s gone then?”

“I think so. Her flight to Austin is scheduled to leave in an hour or so.”

Debbie smiled at me. She was old enough to be my mother and had more or less taken me under her wing when she found out that I was estranged from my real ones. I never did get to the bottom of how she'd found that out, but…

“You fancy her, don’t you?”

“I do, but…”

“Long distance relationships rarely work. You should know that?”

Debbie’s daughter had fallen for a German student while in Spain as part of her degree in Spanish. Their relationship had foundered a little over two months after they returned to their respective countries.

“True, but there was just a vibe that you two gave off right from the start. Besides, any woman who looks that comfortable in those monster heels has my blessing. When I was about her age, I could not manage them anywhere near as well as her.”

That statement I could agree with. I felt something for her the moment she arrived, but her mission made it impossible to get close to her until the very end.

Even thinking about how I’d embarrassed myself at the airport caused goosebumps to appear on my arms. I went into my office and closed the door. That was not normal. I prided myself on being available to everyone at all times unless I was meeting with someone. Being alone in my office with the door closed was not me. Debbie was right. Casey had got to me in a way that no woman since my divorce from Angie had ever done.

I didn’t get much work done that afternoon. No matter what I did, I could not get Casey out of my mind. I finally went home, hoping that her flight across the Atlantic was going well.

I woke up the following morning to find a text waiting for me. It was from Casey.

“Home safely. I’ll call you after I’ve been to the office to drop off my laptop. I just started the wipe procedure, as you showed me how. Thank you for so much. Casey xxx”

The words ‘thank you for so much’ seemed so final.

Those words sank into insignificance when I read the email from ‘head office’.

“An enforcer by the name of Gabe Raskovic will be flying into Manchester tomorrow morning to manage an orderly shutdown of your operation before the end of the year. We expect full cooperation with Gabe for the entire duration of his mission.”

The email was not signed, but the sender was the CFO, Mark Billingham. He was the one who controlled the company. To him, everything was about maximising the bottom line.

The name ‘Gabe Raskovic’ was new to me. I sent a text to Casey asking about him. While I waited for a reply, I called Debbie into my office.

“Debbie, we need to prepare for hostiles.”

She giggled for a moment. Casey had not been a ‘hostile’.

“Sorry, Lucas.”

“That’s ok. Now that we have a warning of the enemy attack, we need to be prepared. Can you get the closedown costings updated and on my desk before you go home tonight?”

“Already done. I do it every morning. I have a spreadsheet that does all the work.”

I grinned.
“You are a marvel with numbers, Debbie.”

“I know. Just as long as you don’t forget it.”

“How could I ever do that? You would never let me forget it. If I did, I’d be a dead man before the day was out!”

“And quite right, too.”

While she prepared the financial documents that I’d present to this ‘Gabe’ character, I called our company lawyer to get copies of a document he'd prepared for us that covered all the legal issues that have to be taken into consideration when shutting down a business. If this 'boarder' was going to come in with all guns blazing, then I had to be prepared to fight fire with fire.

I got the feeling that this attack would be a lot more intense than the softly-softly approach that Casey had employed.

I had to be prepared to fight fire with fire.

With at least some of my troops mobilised, I returned to my office and opened the safe. I pulled a folder out and took it to my desk. I sat down and went through the contents. While I was familiar with them, I used the rest of the day to refresh my memory of the weapon that should throw a few spanners in their plan to close us down.

As I read the contents, my mind kept going back to the hints that I'd given Casey that we had a secret weapon. I hadn't told her what it was, but I had to wonder if she had tipped her boss off that I had something. I was sure that she could have no idea what it was… or that was what I hoped would be the case.

Once I had refreshed my memory with the contents of the file, I returned it to the safe and left the mill. I walked a short distance to an almost identical mill building and went inside.

I climbed the stairs to the first floor and went through an unmarked door into a room that was very familiar to me. It should be as when the creeps in Austin closed down the research & development department in 2019, the two department lead engineers purchased their equipment and set up shop next door.

They worked on improving the product all through COVID and were almost ready to put a new and vastly superior model into production. Only, this time, it would be done through a new company.

“Hi, Bruce.”

“Lucas? What do we owe the honour of your esteemed presence today?”

“We need to prepare to repel boarders.”

“Is it time for the axe?”

I nodded.
“They are sending someone to wield it before the end of the year.”

Bruce Clarke, the former chief engineer, sighed.
“It is to be expected, and to be honest, I am surprised that it has taken them so long.”

“Me too.”

“What do you need from me?”

“I just came to give you a heads up and that your presence might be needed at short notice next door.”

“Just give me a call, and I’ll be there.”

“Thanks. Now, how is the final testing going?”

"Very well. Rob put the app up on Test Flight and got his son, who is in Sydney, to use it. We received all the messages within seven minutes. That solution of yours was brilliant. Rob and I want to include you in the next Patent Submission. How about it?"

I had never considered being named as an inventor on a patent.

“Nah. It is yours and Rob’s baby.”

“Are you sure?”

“Yeah. I am. The two of you have worked here developing all sorts of products for the past three years. It is long past the time that you two got some reward for all your efforts."

“You have played your part as well. Making us appear as third-party contract workers was brilliant. It helped keep some money coming in and, with no formal ties to the company, has kept the wolves from the door.”

“That could come to an end very shortly if this particular wielder of the axe is an accountancy expert.”

“The last one didn’t, did she?” asked Bruce.

“No, she didn’t, but… just in case… You both know what to do.”

“We do, so don’t worry.”

I managed a smile.

“Just be ready for my call, ok?”

"We have been ready for the past two years. Now get yourself back next door, and think of that lovely American woman."

“Eh?”

“We saw you taking her to the Royal Oak. She is sure a looker.”

I left them alone with a smile on my face. Nothing seemed to slip past those two.

I walked back to where my car was parked, deep in thought. The next few days would be key to securing the future of everything that I held dearly.

My email inbox was full to bursting the next morning. Some days, I'd get five or six new emails. Today, there were more than thirty waiting for my attention.

Thankfully, twelve of them were from Casey. She had used a new email address. It was pure luck that my spam filter had not sent them off to oblivion, but it hadn't, and I had a wealth of information to work through and ponder about.

Her third email was marked ‘READ ME FIRST’. Naturally, I did as I was told after deleting all the other dross from companies trying to sell me their wonder product for male impotency.

The email contained a biography of my next visitor, 'Gabe Raskovic'. It didn't make for easy reading. It appeared that he was a professional axe man when it came to closing down businesses. Casey said that he'd been engaged just for this assignment. By training, he was a corporate lawyer but had been involved with or close to several public scandals all his working life.

I read the bio twice and sat back in my chair. This was not all that unexpected. At least he could not start threatening me here. His legal credentials would not allow him to practice here, but I needed a safeguard.

I looked at the clock. It said 08:25. I probably had half an hour to get things organised.

I called our lawyer.
“Hi Stefan, Lucas Beatty.”

“Sorry to disturb you at this early hour. I need you here today.”

“The US is sending a corporate hitman to execute us. He is a corporate lawyer by profession, but his bio paints a picture of a nasty piece of work. I need your UK employment law knowledge to go up against him.”

“You can? Good. I’ll be waiting for you.”

I hung up feeling better, but I was not done yet. I went into the conference room and got one of those almost obsolete Laptops out of a storage cupboard. I prayed that it worked. I plugged it in and saw the little light showing that it was charging coming on. I left it for a minute before opening it up and switching it on. I waited and waited, and… the Windows Logo appeared as it booted up.

I logged on and made a few changes to a system setting. I started the voice recorder app. Then, I switched off the screen in the software. I was ready for my visitor.

I didn’t have long to wait. He arrived at 09:10. There was no sign of Stefan, but I knew that he could not be far away.

“I’m Gabriel Raskovic. I think that you may be expecting me?”

The man was a huge. If you think of an NFL Linebacker, then you have some idea of just how large a man he was.

“Ah, Mr Raskovic. Please come into the conference room. I’m just waiting for our company lawyer, and then we can begin.”

It was clear from his reaction that he wanted to get the first punch in, and I’d hit him with a jab.

“Please take a seat, Mr Raskovic. Can I get you some tea or coffee?”

“Nothing for me. We really do need to get down to business without delay…”

“I’m sorry, but I’m not going to engage you in any conversation unless our company lawyer is present. I know that you have a job to do, but it has to be done according to UK law. Our laws relating to employment are very different to the ones you have in the USA. I am sure that you would not want your employers to be sued into oblivion for violating UK law. I am also sure that our lawyer will only be too happy to brief you on those laws. Besides, as far as I know, you cannot practice law here just like our corporate lawyer would not be able to practice in your country.”

My salvo seemed to have some effect, so I left him to stew for a moment.

Stefan Moore, our Lawyer, arrived a few minutes later. I took him into my office and gave him a printout of our visitors' bio. I also told him how much of an imposing figure he cut.

“A bully then?” said Stefan after briefly scanning the sheet of paper.

“From his bio, I would say that he is.”

After a brief moment of thought, he said,
“Shall we go into the lion’s den then?”

I smiled and held the door open for him.

“Mr Raskovic, this is Stefan Moore, our company lawyer. He will be party to all discussions. He is an expert in UK Employment Law and also drew up the contracts that all of our employees are on.”

“Thank you for the introductions, but you will not be needed, Mr Moore. My instructions are perfectly clear. At 5 pm today, a firm of locksmiths will come and change all the locks on the building. Then, in two days, a firm of valuers will come and do their thing. I expect everything to be sold at auction within three weeks. I find that selling the company assets out from under the workers makes winding up a company so much easier…”

This time, his salvo hit me hard.

“In that case, Mr Raskovic, I will escort you to the door. You are not to step foot on these premises again,” said Stefan.

“Didn’t you hear what I just said?”

“I heard what you threatened very well. There are some things that you don’t know. If you would sit down, I will enlighten you as to the real facts about the operation here.”

I could see a vein start to throb on his 30-inch neck. He was not a happy man.

Slowly, he sat down. Stefan sat opposite him and opened his briefcase. Stefan deliberately slowed down the whole thing just to make it clear that he was in charge.

"This is the lease arrangement for these premises. As you can see, the parts of the mill that are sublet to Masterson-Adams Controls Limited are owned by Rogers Developments Plc. If you change the locks, then you and your agents will be committing an offence. Only a High Court Writ can order a lock out a tenant. A tenant, who I might add, has paid their rent for the next six months only two weeks ago. There would be no grounds for even an application to the court for an eviction."

Stefan was glowing. He was clearly in his element. He passed over a copy of the lease and the record of lease payments to Mr Raskovic. The vein in his neck started throbbing again.

Stefan carried on,
“Then there is the question of the assets of the operation here. Here is a copy of the sale agreement that covers the purchase by your employers. If you look at page 17, section 9.”

Mr Raskovic turned to the relevant page.

“The book value of all the assets at the time of the sale is clearly marked at zero. They are worthless. It says so in the sale agreement. Do you agree?”

The vein told me that he didn’t like the news and the way it was going.

“Here is an agreement between the UK company and the employees that is dated and timed at 09:25 GMT on the day that the company sale was signed in Austin at 12:15 pm local. The employees bought all the assets on the books for the princely sum of £1.00, which the then MD donated to Charity. That means Mr Raskovic that the valuers will not only be trespassing but could be viewed by some as attempting to rob the legal owners of their property.”

Stefan looked at me and nodded his head.

“I have in my filing cabinet a copy of every requisition I have made since I took over in 2019 to Austin to invest in new production equipment. Every one of those requests was summarily rejected out of hand. That makes it simple. Nothing here belongs to your employers, and I know because I know my employees own it all. These documents prove that beyond all doubt."

“Now, Mr Raskovic, what is your next move?”

“How? How did you know that this would happen?”

“I know because, during the takeover of this company, a threat was made by your current CEO during the negotiations to sell this place out from under everyone. I looked at the possibility of Austin closing us down. I used this funny thing called the internet to research how the US Organisation had handled this in other places and found an instance in New Jersey where this had indeed been done. The employees were locked out, and the movers came in and emptied the plant of everything of value on a Sunday. Thanks to the then Management Team that was here at the time, they managed to get the sale signed with a zero-book value for the equipment and on the same day, they sold those zero-value assets to the employees for a nominal sum,” said Stefan.

“Which means Mr Raskovic, the only things on these premises that you can seize are the work in progress and completed goods. We will only be too happy for you to remove them at the appropriate time,” I added.

“Appropriate time? That time is now!”
The vein in his neck was working overtime.

“First things first, Mr Raskovic,” said Stefan.
“We have to inform you of the terms upon which every single one of the staff is employed under. Those terms include the amount of notice that must be given on both sides and, in the case of redundancy or, as you call it, a lay-off, the amount of compensation for the act of losing their jobs."

I pulled out two sheets of paper from the folder that was on the desk in front of me. I pushed them over to the ‘enemy’.

"Those sheets detail each employee, how long their service has been and how much money they are due to receive when they are made redundant or, as you call it, ‘let go’. As you can see, the totals are not inconsiderable. Then, Mr Raskovic, I would like you to read section forty-two, clause twelve of the sale agreement of this company to your employers," said Stefan.

When he read the terms stipulated in the contract, his eyes bulged.
“We’ll sue you for this…”

“If you do, section 13 stipulates that any court proceedings relating to the terms in the sale must be handled by the UK courts as the contract was drawn up under UK contract law and not the laws of the USA,” said Stefan.

“To put it bluntly, Mr Raskovic, you are screwed. You can close us down, but it is going to cost your employers a heck of a lot more than they had envisaged,” I said.

“And to add to that, Mr Raskovic, the terms of the sale also include a condition that requires the parent company to fully fund the redundancy payments in the event of the parent company wishing to close down the operations here. As that is the case… you can see the implications. For your information, section 19, clause six details that particular condition. And again, if your employers want to challenge this clause, it has to be done in a UK Court, and as someone who deals with the Courts on an almost daily basis, they take a dim view of organisations that are based outside this country trying to run roughshod over UK citizens and especially UK laws,” said Stefan.

I let that stew for nearly a minute. The already tight collar of Mr Raskovic's shirt seemed about to explode.

"May I humbly suggest, Mr Raskovic, that you leave these premises and call off the locksmiths and valuers as soon as possible? Then, when Austin wakes up, you get on the phone with your boss and inform them of the reality of the situation on the ground,” I said matter-of-factly.

I removed a USB drive from the folder that was in front of me on the desk.

“This thumb drive contains all the relevant bits of documentation that you should forward to the CFO. It includes the email history of all the rejected plans for investment that we put forward. Please explain to him and his colleagues that we are willing to wind down the business in an orderly manner by the end of the year only if the company is willing to pay in full, as is required by UK law. The redundancy that is due to my staff. If not, then we will hold all shipments of completed devices until those payments are made. Outside in our yard, there are four 40ft containers, I believe you call them ‘Connex’s’, full of completed products just waiting to be shipped. The retail value of that product is around two million dollars, given the current exchange rates. As the total sum due to us for the redundancy payments is almost that value, I see it as a little bit of quid pro quo. You play ball, and we return the favour.”

“Oh, and the SEC may like to know that the profit figures for this site have been falsely presented to the stockholders and the board. Someone in Austin has been fiddling the books. A lawsuit for, say… a hundred million, for starters, might get the right people in Austin to do the right thing. As we are both stockholders of the company, Lucas and I would be prepared to start a stockholder class action against the company.”

He looked at both of us and was about to say something but thought better of it.

“Yes, Mr Raskovic, both of us own twenty shares. It was all part of our defence against what you are trying to do. The company bondholders might not like some of the questions we could raise at the next AGM.”

“You… you won’t get away with this!” exclaimed Mr Raskovic.

“Just like you won’t get away with changing the locks on this place, then?”

He stood up and almost filled the room. After grabbing the papers and the USB drive, he beat a hasty exit.

I breathed a sigh of relief.
“That went well then,” said Stefan.

“It is just as well that we spent god knows how many hours in rehearsal over the past two years preparing for this very eventuality,” I replied, feeling relieved that it was over.

“That man was… huge. I guess that is part of why he was employed for this job compared to the delightful young lady that came before him… or so I’m told,” said Stefan with a sarcastic grin on his face.

I felt myself go a bit red in the face.
“If the lass had that effect on you, then you are clearly smitten. When are you seeing her again?” said Stefan, who was clearly on a roll.

“Button it, Stefan. She’s in Texas, and I’m here. That’s all there is to it…”

He raised one eyebrow. For a member of the second most loathed profession on earth, after Estate Agents, he was a good person. It must be because he dealt with corporate and contract law, he was spared the quagmire that conveyancing or criminal law or even worse, divorce law, could bring.

“She came, and she went, and we got that man-mountain in return. The sooner we can get rid of their grip on us, the better.”

Stefan nodded his head.

“When do you think that round three will begin?”

I smiled.
“Hopefully not until the new year. Are the Attorneys in Marshall[1] all lined up?”

“Yes. I spoke with them last night. They are relishing suing the pants off a company that only moved to Texas for the tax breaks. Zero income tax is a huge carrot, which is probably one of the reasons why Tesla relocated their HQ to Texas and is rumoured to want to move their domicile from Delaware to Texas. If our corporate bosses had a manufacturing plant in the state, then it would be a different matter, but with almost all their production in China or out of state, they are chomping at the bit to get their teeth into the gold-diggers at Head Office.”

“Good. Let’s hope that we can settle this amicably.”

“Thanks to my firm, we managed to get all those horrible conditions written into the contract.”

“And you got a good wad of money for it, don’t forget. How much is today going to cost me?”

Stefan laughed.
“I’ll put the bill in the post tonight.”

Then, with a smile on his face,
“Don’t be in a hurry to settle it unless you can be sure that the numbskulls in Austin will foot the bill.”

[to be continued]
[1] Marshall, East Texas, is renowned for being a favourite place for Patent cases to be filed. The local judges are known to favour the ‘little guy’ in their verdicts and are a PITA for big business in the USA.

up
134 users have voted.
If you liked this post, you can leave a comment and/or a kudos! Click the "Thumbs Up!" button above to leave a Kudos

Comments

They're all ready

A bunch was over my head but the gist of it was clear enough. Wonder what Gabe will do next. Fun to see the little guy fighting back.

>>> Kay

Blinded by the legalese

And the neat tricks that were put into the contract.
Thanks for the comment.
Samantha

Whoever wrote the contract was good…….

D. Eden's picture

But the flip side of that is that apparently the people in Austin never bothered to read the whole contract.

Stupidity is apparently rampant at the corporate HQ.

D. Eden

Dum Vivimus, Vivamus

More like...

A revolving door of 'C-Level' execs. The people who signed the original deal will be long gone and there is no one left in Austin who knows the first thing about UK Contract and Employment laws.
Thanks for the comment.
Samantha

More like a BAU (Business As

Sammi's picture

More like a BAU (Business As Usual) Situation, the HQ Suit Monkeys so used to having the upper hand got complacent and forgot money and power doesn't always equate to a quick and easy deal.


"REMEMBER, No matter where you go, There you are."

Sammi xxx

So far, all of the plans have gone well……

D. Eden's picture

But as I was taught in Command College, “No plan survives first contact with the enemy.”

You always have to have planned out options to deal with all of the potential issues. It was always my habit to not only have plan A, but plan B, plan C, etc., and the you always have a Go To Hell Plan. That’s the one detailing how to get your people out if everything goes wrong. Hopefully they have covered all the bases.

D. Eden

Dum Vivimus, Vivamus

First Do Your Homework

joannebarbarella's picture

Arrogance doesn't pay in contract law. I was engaged by a company in Singapore to administer a contract with a US company (a one-off) which they regarded as a Lump Sum, meaning they could change any details they wanted. They could, but they forgot that all chang es had a cost. They set out to screw us but staffed their side with a heap of arrogant youngsters. We walked away from a $250 million dollar contract with a profit of $140 million, and they didn't even know.

A Good Example of Greed

BarbieLee's picture

If anyone is truly interested in the low life in corporation take over read the un emilished story of T Boone Pickings. He would purchase companies through stock buyout, split them up, sell the pieces, and there was always the pension funds and employee retirements left for the pickings. Oklahoma State U thinks of him as a saint as he has blessed them with millions and their stadium is named after him.
It is my opinion and I am not going to get closer than to "think" he was and is a first class bastard destroying lives.
This is so close to Samantha's story only in this tale they had been planning ahead for years to meet this hell coming at them. Lives, homes, savings, everything those in the company worked for is still theirs.
Hugs Samantha, love this story and hate it too as it brings up so much of the true hell in this world.
Barb
Nothing in this mortal life belongs to "us" as it has all been created by our God. It's not true he who dies with the most toys wins. There will always be those who want lots and lots of material things.

Oklahoma born and raised cowgirl

The most toys

Patricia Marie Allen's picture

He who dies with the most toys, still dies.

Hugs
Patricia

Happiness is being all dressed up and HAVING some place to go.
Semper in femineo gerunt
Ich bin eine Mann

Excellent

Robertlouis's picture

This is great stuff Sam.

As I retired a while back I’m probably not quite up to snuff on the finer details of current UK employment and especially contract law, but I suspect that the essential principles will be much the same.

That employment in most of the US continues to be on an at will basis is simply ridiculous in a supposedly advanced country. It’s almost as mad as the healthcare system. Europe pretty much as a whole offers employment protection as a core principle, as does the UK.

And I’ve mentioned before my experience of having to deal with Americans who refuse to accept that they can’t just trample all over another country’s jurisdiction or employment rights. It won’t be the first time either that I’ve carefully documented every bit of arrogance and ignorance and allowed them to deal with the very expensive consequences. And then take satisfaction when they’re “let go” under their own draconian regime.

So this story really chimes with me, although my background is In telecoms. And yes, Texans are the worst.

☠️

Thanks for the comments (so far)

While this part is full of legalese, I hoped to make it understandable by non-lawyers. The lack of understanding of UK law by the US Company is as others have commented on, not unknown and the loud, arrogant Yank does not always get their own way when they show their ignorance. This is much like the lack of due diligence on HP's part when they bought the company run by the late Mike Lynch. I spent the majority of my working life working for US based companies so they are not all bad when it comes to respecting local laws.

There is a lot more water to flow down the Leeds-Liverpool canal before this is over. I have to hope that the rest of this story resonates as much as these first parts have.
Thanks again
Samantha

Tied up like a Christmas Turkey.

Wendy Jean's picture

While there yet may yet be a Round two, it will be very expensive to goes that round.