The Aspen Account (20 page)

“Mr. Seaton,” Jerry Diamond said, “growth through acquisitions is every bit as successful for a corporation as any internal growth could be.”

“Tell that to Steve Jobs and Apple,” Seaton shot back. “How many years did Microsoft’s stock lag after its initial success with Windows and Office Suite? Meanwhile, Apple grew internally, and its success exploded. Gentlemen, this might be coming as a news flash to you, but X-Tronic has suffered from a serious brain drain over the past few years. We need to refocus our efforts on R and D. Not just a minimally acceptable level of research, either—I want the best programmers and software engineers in the world begging for jobs at X-Tronic. And there are two sides to R and D: the research phase, to make the technological advances; and the development phase, where the new technology is further enhanced to make it a marketable product for consumers. Some of the greatest technological advances in history came through pure research, with no end product in mind. I want research laboratories built on our premises, for pure research only—no strict financial oversight or restraints. I don’t want anything to impede the innovation of our researchers. As they develop the technology, we’ll have a separate team whose primary goal is to further develop that technology into a product we can sell in the marketplace.”

“You’re talking about an enormous financial investment,” Diamond said.

“It will be worth it down the road,” Seaton replied.

“You don’t know that,” Lance said.

“We have to invest in the future or we’ll die,” Seaton battled back.

This time Lucas jumped in. “We’re investing in the future by merging with Cygnus.”

“That’s not an investment,” Seaton said. “That’s joining the enemy out of fear of competing with them.”

Lucas’s eyes widened. Lance shook his head violently.

“Now, hold on, Mr. Seaton,” William Steel interrupted from beside him. “I happen to think a merger with Cygnus could be the best way for us to compete in the marketplace.”

“I disagree,” Seaton said.

“Wall Street would love it,” Diamond argued.

“That means it will be good for the shareholders,” Lucas added.

“Not necessarily,” said Seaton. “There are a dozen reasons why the merger would be a bad idea.”

“Really,” Lance said, laughing. “Name one.”

“The cultures are too different,” Seaton said with fire in his voice. “The two companies could never be combined as long as Kavanaugh is Cygnus’s CEO. He’ll shake up the divisional structures and try to control the creative operations in a way that will stamp out any innovation by our development and design teams.”

“We believe we can control those aspects of the merger,” Lucas said.

“You can’t
possibly
control them!” Seaton said, his voice rising from the frustration of having to battle everyone in the room at once. “You can’t control them, because you can’t control Kavanaugh. I’m telling you, if you let him get control of X-Tronic, he will destroy everything that has made this a great corporation. He’ll combine our software products and client relationships into the assembled behemoth that Cygnus has become over the years.”

Lance, who seemed to have had enough, stood up to speak. “Mr. Steel,” he said, addressing the chairman of the board, “with all due respect to
Mr. Seaton,
I believe that everyone in this room is well aware of his personal opinion of Mr. Kavanaugh. However, I believe that in the best interest of the shareholders, it is the board’s responsibility to review the proposed merger by examining the report in front of us.”

“That is enough!” Seaton growled, getting to his feet. “It’s not a personal opinion but a
fact:
Kavanaugh destroys companies that merge into his.”

“With all due respect, sir,” William Steel interjected. “I believe your son has a right to speak here.”

“His
son
?” Lance said to Steel. “It’s ‘Mr. Seaton’ in this room.” Lance’s gaze turned toward Seaton.

Seaton stood, vulnerable and alone, while both his sons looked at him from across the table with the same rebellious strength that he recognized from his own youth. How long had they been positioning themselves in the power struggle for X-Tronic’s leadership? How long had they been planning to confront him at this meeting? And how long ago had Jerry Diamond decided to join them? A lot of backroom dealing had been going on—even Steel’s last comment hinted that the chairman of the board had already decided to side with the twins on the merger. And the horrible realization hit him that he may have lost control of his company long before ever setting foot in this boardroom.

Slowly Seaton lowered himself back into his seat. The betrayal he felt in this moment squeezed his chest and choked his throat. He closed his dry lips and stared at the table in front of him, willing his right hand to stop shaking. Unable to control the quivering, he pulled his hand back from the tabletop and put it in his lap.

Now Lucas cleared his throat to speak for the first time. “Look,” he said, “Mr. Seaton is right: companies rise, and they fall. But while focusing on pure research sounds good in theory, we all know there are serious risks to such a strategy. Hundreds of millions of dollars could easily be wasted on haphazard research goals that never materialize into any salable product. I don’t believe that’s a risk X-Tronic should be taking right now. In fact, both Lance and I see the offer from Cygnus as X-Tronic’s best opportunity for continued future success.”

Now Lance put his hand on Lucas’s shoulder to signal that he was taking control of the discussion again. “Let’s get right to the point, everyone,” he said. “We are here today to vote on whether to give the shareholders our endorsement of the Cygnus offer. Goldman Sachs has been retained as our M and A advisor, and their valuation report—which is in the board summary packet you’ve each received—outlines their evaluation of the offer as ‘fairly priced based on current market conditions.’ Therefore, the only decision we have to make is whether or not we believe that an allowed takeover of X-Tronic by Cygnus will result in the strengthening of our corporation as the resources of the two companies are combined. As you all know, Mr. Kavanaugh is the CEO and majority shareholder of Cygnus, and he is prepared to offer retention clauses for all top executives at X-Tronic. Many mid- and entry-level employees of X-Tronic will be laid off during the restructuring efforts after the takeover, but all top management will remain in place. This will help ensure that X-Tronic continues to grow through our current strategies.”

Lance paused a moment before nodding to Diamond. “Now, I believe Jerry is planning to take us through the numbers in the report, to better explain the details of Cygnus’s proposed merger and the potential advantages of the corporate restructuring and combination of market share, and so on.”

“Thank you, Lance,” Diamond replied in his deep baritone. He lowered his shaved head and picked up the report in front of him. “Everyone please turn to page four,” he said, flipping through the glossy soft-bound packet. “I’d like to start with what the improved margins will look like after combining the revenue streams . . .”

Seaton reluctantly picked up the report. As he half-listened to Diamond’s presentation, he flipped through page after page of rosy projections and best-case-scenarios presented as if they were near certainties. Nowhere was there proper risk analysis, or contingency plans should the businesses find combining difficult. Nowhere was there discussion of Seaton’s worst fear: Kavanaugh’s history of betraying a competitor’s management and culture
after
the merger was initiated. But despite his growing concerns, there was nothing he could say to persuade the other board members, because when he looked up from the report he saw nothing but gleaming smiles. All the other board members were fast falling in love with the merger proposal. They loved the image of power they thought the company would have after the merger. And they were further comforted knowing that Lance and Lucas and Diamond were all for it. And Seaton, as everyone well knew, saw the merger with a jaundiced eye because of his personal dislike of Kavanaugh.

Turning back to the proposal, he knew he had lost control over everything. He didn’t need to wait for Diamond to finish his little dog-and-pony show to know that the board would vote overwhelmingly to recommend the merger to X-Tronic shareholders. He looked at the twins. They were both watching him: Lance’s lips were clamped tight, as if to fight off a smile; Lucas’s eyes were moist, as if waiting for something he hoped would happen. What were they thinking right now? Seaton had misread what was happening. He had thought it a simple case of the sons attempting to supplant the father because they didn’t respect him and had ambitions for his power. Now he understood: there was a much larger conspiracy in his company, trying to oust him from the throne. But why would the twins need to form a conspiracy, and why would Diamond join them? Something else nagged at him, eclipsing even the horrible realizations of what was happening: a bad feeling that beneath it all lurked a deeper, darker secret—one that would explain
why
.

Seaton’s hands had stopped shaking. At least
that
small blessing had been granted him. Folding them together on the table, he raised his head and sat upright. Despite the crushing weight of everything he had realized in the past ten minutes, he vowed to show the same strength and courage that a revolutionary martyr might display while facing the firing squad. But he wasn’t dead yet, he reminded himself, and as he half-listened to Diamond drone on, his mind searched and circled, looking for a way to survive the conspiracy that he had been blind to for so long. Everyone in the room thought his reign over X-Tronic finished, but he would not go gently into
that
good night.

31

“I SAW YOU last weekend,” Alaska said.

He snugged the cell phone against his ear. “Where?” he asked, testing her. After the long workweek, he had been too busy to expect her call.

“The party in Aspen. Who was she—that girl you were with?”

“Just a friend,” he said. “Who were
you
there with?” It bothered him that she had avoided him at the party. Perhaps he was making too much of their short time together. Maybe the connection he was so sure he felt with her had just been a silly illusion.

Alaska didn’t respond for a moment, and he could tell she was hurt. She had never been this subdued. The gentle side didn’t fit her; it wasn’t like her at all. Who
was
this—a different personality altogether? Things had started so well for them, but now they seemed to be sliding backward. All these thoughts flitted through his head as he lay on the couch, speaking on his cell phone and listening to the light Saturday morning traffic from the street below.

“Michael?” she asked. Her voice sounded so innocent, so peaceful, and he realized how much he had missed her over the past week.

“Why didn’t you talk to me at the party if you saw me?” he asked.

“You seemed happy with your friend.”

“I was,” he said with a toughness that surprised him.

She was silent again.

“Alaska?” he said, unsure whether she was still there.

“Do you feel like being alone?” she asked.

“Why were you at the party?” he asked.

“Visiting my father for the weekend—I grew up in Aspen, remember?”

“And the Seatons’ party?”

“Aspen’s not that big, you know. I was having lunch with my dad and saw some old friends who had heard about the party, so I went with them for a bit. I don’t know anyone that lives there. I only knew that the old software billionaire owned it. But it doesn’t mean anything to own something in Aspen. People are seasonal. Who knows who’s actually staying in any of those houses at any given time?”

He had hurt her, and he knew it. “Sorry. I just wasn’t expecting to see you there, that’s all.” He waited for her to respond, but when she didn’t, he said, “Alaska, look, I really want to see you again. Let’s do something today.” He stared up at the bars of morning light angling across his ceiling. “Something outside . . . in the sun. I’ve been distracted by work this past week. Let me make it up to you.”

Even before the call ended, Michael wondered what the hell he thought he was doing. Glazier wouldn’t have approved. He should be focusing all his energies on X-Tronic, but something about Alaska made him temporarily lose interest in his work. The fun he had with her, and seeing the no-regrets way she lived her life made him realize more than ever how his own choices were burning him out. Before they had met, it had been so much easier to tackle all the late nights and weekends on the job, but now he could see so much more that he wanted out of life besides his work. Alaska represented a hope he held out for the life he might have when he was finished with X-Tronic and Cooley and White. And even though he knew he should be disciplined and stay focused on his work until he was done with his audit of X-Tronic’s books, right now he needed more than ever to be around her, if only to remind himself that things were going to be good again in his life when all this was finished.

After an hour’s drive into the mountains, Michael and Alaska tromped through the snowy entrance to the Weather Lake Lodge, where a clerk helped them fill out the proper payment and insurance forms before herding them past vacationing families and college students. The clerk took them out the back door and pointed at a snowmobile. “Stay within bounds,” he said, handing them a colored map of the resort, “or you’ll risk spending a night in the Loveland jail.” He seemed amused at the joke.

“Avalanches?” Michael asked.

“Oh, yes, avoid those, too,” the clerk replied, laughing his way back to the lodge.

They could hear the rumble and whine of other snowmobiles in the distance. It reminded Michael of the feeling of being in elementary school and realizing that his class was one of the last ones let out for recess, only to find the other kids halfway through their games. “Come on,” he said. “This’ll be fun!” He switched on the ignition as Alaska climbed on behind him. “Hold on!” he yelled over the motor. She wrapped her arms around his stomach and leaned into him as if her life depended on it. He squeezed the throttle three-quarters of the way back, and the snowmobile shot out toward the field like a dog unleashed for the hunt.