Michael Crichton - Disclosure

While he was trying to think of something to say, Kaplan leaned toward him confidentially and lowered her voice, "In the meeting this morning, Tom, I didn't really feel I could say anything. But I hope you're okay. About this new reorganization."

Sanders concealed his surprise. In twelve years, Kaplan had never said anything so directly personal to him. He wondered why she would do so now. He was instantly wary, unsure of how to respond.

“Well, it was a shock," he said.

She looked at him with a steady gaze. "It was a shock to many of us,"she said quietly. "There was an uproar in Cupertino.A lot of people questioned Garvin's judgment."

Sanders frowned. Kaplan never said anything even obliquely critical of Garvin. Never. But now this. Was she testing him? He said nothing, and poked at his food.

"I can imagine you're uneasy about the new appointment."

"Only because it was so unexpected. It seemed to come out of the blue."

Kaplan looked at him oddly for a moment, as if he had disappointed her. Then she nodded. "It's always that way with mergers," she said. Her tone was more open, less confidential. "I was at CompuSoft when it merged with Symantec, and it was exactly the same: last-minute announcements, switches in the organization charts. Jobs promised, jobs lost. Everybody up in the air for weeks. It's not easy to bring two organizations together-especially these two. There are big differences in corporate cultures. Garvin has to make them comfortable." She gestured toward the end of the table where Garvin was sitting. `Just look at them," she said. "All the Conley people are wearing suits. Nobody in our company wears suits, except lawyers."

"They're East Coast," Sanders said.

"But it goes deeper than that. Conley-White likes to present itself as a diversified communications company, but it's really not so grand. Its primary business is textbooks. That's a lucrative business, but you're selling to school boards in Texas and Ohio and Tennessee. Many of them are deeply conservative. So Conley's conservative, by instinct and experience. They want this merger because they need to acquire a high-tech capacity going into the next century. But they can't get used to the idea of a very young company, where the employees work in T-shirts and jeans, and everybody goes by first names. They're in shock. Besides," Kaplan added, lowering her voice again, "there are internal divisions within Conley-White. Garvin has to deal with that, too."

"What internal divisions?"

She nodded toward the head of the table. "You may have noticed that their CEO isn't here. The big man hasn't honored us with his presence. He won't show up until the end of the week. For now, he's only sent his minions. Their highest-ranking officer is Ed Nichols, the CFO."

Sanders glanced over at the suspicious, sharp-faced man he had met earlier. Kaplan said, "Nichols doesn't want to buy this company. He thinks we're overpriced and underpowered. Last year, he tried to form a strategic alliance with Microsoft, but Gates blew him off. Then Nichols tried to buy InterDisk, but that fell through: too many problems, and InterDisk had that bad publicity about the fired employee. So they ended up with us. But Ed isn't happy about where he landed."

"He certainly doesn't look happy," Sanders said.

"The main reason is he hates the Conley kid."

Seated beside Nichols was John Conley, the bespectacled young lawyer in his twenties. Distinctly younger than anyone around him, Conley was speaking energetically, jabbing his fork in the air as he made a point to Nichols.

"Ed Nichols thinks Conley's an asshole."

"But Conley's only a vice president," Sanders said. "He can't have that much power."

Kaplan shook her head. "He's the heir, remember?"

"So? What does that mean? His grandfather's picture is on some boardroom wall?"

"Conley owns four percent of C-W stock, and controls another twenty-six percent still held by the family or vested in trusts controlled by the family. John Conley has the largest voting block of Conley-White stock."

"And John Conley wants the deal?"

"Yes." Kaplan nodded. "Conley handpicked our company to acquire. And he's going forward fast, with the help of his friends like Jim Daly at Goldman, Sachs. Daly's very smart, but investment bankers always have big fees riding on a merger. They'll do their due diligence, I'm not saying they won't. But it'd take a lot to get them to back out of the deal now."

"Uh-huh."

"So Nichols feels he's lost control of the acquisition, and he's being rushed into a deal that's a lot richer than it should be. Nichols doesn't see why C-W should make us all wealthy. He'd pull out of this deal if he could-if only to screw Conley."

"But Conley's driving this deal."

"Yes. And Conley's abrasive. Ile likes to make little speeches about youth versus age, the coming digital era, a young vision for the future. It enrages Nichols. Ed Nichols feels he's doubled the net worth of the company in a decade, and now this little twerp is giving him lectures."

"And how does Meredith fit in?"

Kaplan hesitated. "Meredith is suitable."

"Meaning what?"

"She's Eastern. She grew up in Connecticut and went to Vassar. The Conley people like that. They're comfortable with that."

"That's all? She has the right accent?"

"You didn't hear it from me," Kaplan said. "But I think they also see her as weak. They think they can control her once the merger is completed."

"And Garvin's going along with that?"

Kaplan shrugged. "Bob's a realist," she said. "He needs capitalization. He's built his company skillfully, but we're going to require massive infusions of cash for the next phase, when we go head-to-head with Sony and Philips in product development. Conley-White's textbook operation is a cash cow. Bob looks at them and sees green-and he's inclined to do what they want, to get their money."

"And of course, Bob likes Meredith."

"Yes. That's true. Bob likes her."

Sanders waited while she poked at her food for a while. "And you, Stephanie? What do you think?"

Kaplan shrugged. "She's able."

"Able but weak?"

"No." Kaplan shook her head. "Meredith has ability. That's not in question. But I'm concerned about her experience. She's not as seasoned as she might be. She's being put in charge of four major technical units that are expected to grow rapidly. I just hope she's up to it."

There was the clink of a spoon on a glass, and Garvin stepped to the front of the room. "Even though you're still eating dessert, let's get started, so we can finish by two o'clock," he said. "Let me remind you of the new timetable. Assuming everything continues as planned, we expect to make the formal announcement of the acquisition at a press conference here on Friday noon. And now, let me introduce our new associates from Conley-White…"

As Garvin named the C-W people, and they stood up around the table, Kaplan leaned over and whispered to Tom, "This is all fluffand feathers. The real reason for this lunch is you-know-who."

"… and finally," Garvin said, "let me introduce someone that many of you know, but some of you do not, the new Vice President for Advanced Operations and Planning, Meredith Johnson."

There was scattered, brief applause as Johnson got up from her seat and walked to a podium at the front of the room. In her dark blue suit, she looked the model of corporate correctness, but she was strikingly beautiful. At the podium, she put on horn-rimmed glasses and lowered the conference room lights.

"Bob has asked me to review the way the new structure will work," she said, "and to say something about what we see happening in the coming months." She bent over the podium, where a computer was set up for presentations. "Now, if I can just work this thing… let me see…"