Chapter Ten

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Chapter Ten

It actually knocked me speechless for a moment. "Why?"

He stared at me. "Before I answer, I want a promise from you that you'll keep what is said here confidential."

"As far as I can, I will. But I'm not going to perjure myself to protect you. Or risk a contempt of court or whatever it is they do to people who won't say who told them things. And it's possible I may have to confide in someone else. But I won't gossip about it or talk about it with anyone other than officials or people whose help I need and whose discretion I believe I can count on. That's the best I can offer. Bottom line? Whatever you tell me will stay with me unless there's some really pressing reason to share it. Will that do?"

"I guess it will have to," he said. "There are some things I can't talk about. It would be violating a legally binding contractual agreement. But I might be able to help you understand the general principles and you can extrapolate from there. Even that you have to keep to yourself."

There might be an idea for a board game in this somewhere. I'd call it "Negotiation."

"I like a good gossip as well as the next person," I answered, "but if I give you my word that I won't disclose what I know-or even what I guess that's relevant to this-unless I have to, you can count on that."

"All right. I asked Chloe to come early because I wanted her to persuade Tim to see reason."

"About what?"

"He wanted to back out of our deal."

"The merger?"

"More like a buyout," Powell said.

"So it is you that G & B's going to merge with?"

He nodded.

"Why'd he want to back out?"

"There were certain clauses in the agreement that would kick in if certain things happened. He'd just found out one of those things was likely to occur. At least that's my best guess."

"Really. Tell me about those clauses."

"In a general sense, most merger or buyout agreements provide for audits and financial reviews, and they spell out the consequences should the results of those be less than satisfactory or not match previously made claims. Or certain parts of the business are guaranteed to be intact, with no major changes made before the contract takes effect. Often the penalty action triggered is to void the contract and end the deal. However, if one party wants to continue to with the deal despite an unexpected hitch, they can specify other events will happen. Those might include financial penalties or the removal of certain principal parties from positions within a merged firm."

"I see what you're saying. If Tim Bethel feared such an invoked clause might threaten his position, he might decide it made more sense to call off the deal. When did he first tell you about this?"

"Last Friday," Powell said.

"Tim flew to Seattle earlier this week to meet with a supplier. I guess we can find out if he was in the office the previous week and what he was doing there."

"There was another factor involved, and this is where it gets both interesting and a bit dicey. Put most simply and plainly, Tim needed the money. He might not like the terms of the deal, they might offend his pride, but I felt sure Chloe could convince him to swallow it for the sake of the payoff."

"What made you so sure of that?"

"You've met Chloe." He looked at me. "Okay, maybe it wouldn't work on another woman, but she's just about the last word in trophy wives, even if that was all she was. But she has a lot more going for her. Tim might be... might have been incapable of fidelity, but he still adored her. She could have convinced him. But there's something else going on, and I don't know what it means."

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