Babs Ch. 03

I was pre-occupied with other things. Thursday was my meet the lawyers day: Barlow about Babs, Sally's highly recommended employment law attorney to ask her how to best protect myself in an acquisition scenario, and our corporation guy to make sure I understood what the board could and couldn't do in a negotiation to sell our growing little company. Sometimes it all hits you at once.

Barlow listened in fascination as I related the recent happening with Babs and Robert, but then he offered no comfort. Babs could make a big stink, but she could not win any damages, because the agreement Barlow had drafted, and they had signed was controlling. He was confident. "Since all she could do is cause you pain and disrepute, no decent attorney would take it on contingency, and she would have to pay for it all. If we delay as we should, she could be out of pocket $300 grand with no payback. I don't think she can afford that."

"Neither do I, but the publicity could cost me at least that much."

Barlow smiled. "Out of your pocket, not the company treasury, too." He was greasy, but not dumb. "You can't fire the husband as a tactic because his sales numbers are back up. But there might be a way..."

I had an idea. "I tell you what, JT. You tell me how to solve this problem, and I'll tell you how to handle your wife."

He looked shocked. "I never said...."

"You didn't have to, JT, because I am developing a certain feel for this kind of thing. So, you were saying?"

He looked just like Robert did while he was holding Barbara's head still for me: extremely uncomfortable but really turned on. Not the way he usually approached his clients, I am sure.

"The agreement specifies that you are her only lover other than her husband. If she breaches that, you can cancel the whole deal. If hubby knows she is having other lovers, especially if he watches or participates, you can fire him, too! What if some very tempting bull were to somehow meet the wife, hook up with her, and then like the idea of hubby watching? And what if some intrepid private investigator knew about in advance? And took some clear HD videos? Then if she threatens you with exposure and bad PR, you can counter with some even more noxious PR for them."

I thought about it. It might work, but. "What are the odds she would meet both a bull and a PI like that?"

He smiled his greasiest smile yet. "Very high. It's one guy, and he is already seeing my wife."

He had surprised me. "So, when is your divorce?"

He looked even more turned on. "That's what I wanted to talk to you about." Then he really, really surprised me.

"I set her up, with an old buddy of mine from college. He was a hot looking bad boy jock, and all the good girls wanted him to do them on the downlow without their official boyfriend or fiancé knowing. He used to tell me his wild "do me daddy" stories all the time. My wife had never met him before -- I did not meet her until I was in law school. He was between gigs and agreed to go after her and set her up for me. My wife and I hadn't had sex in years, that's a long story. She was a trust fund kid that never had to work and lorded it over me about how little money I made early on as a lawyer in my own firm, and that turned me off. It took him several weeks, but he finally got her in bed, and she went wild on him."

Barlow sighed. I thought a nut cutting lawyer like him would enjoy ruining his unfaithful wife with the video. But he didn't look triumphant, and he continued. "He brought me the video and he seemed embarrassed. He would not watch it with me. He just said I could do what I wanted with it and left."

Barlow had a surprised look on his face. "I was looking forward to lording it over her with that video. But when I watched it, I was shocked, as she had been totally cold with me. She did go crazy. She wore him out, she couldn't get enough of him. She looked even hotter than when I first met her. I got turned on and so hard I couldn't walk!"

Wow. TMI!

"When I got home, I could not talk to her, but I was angry. I just grabbed her and fucked her like an animal. It was like I was 25 again. She went wild on me! She came twice and begged me to come in her! She cried when I did. We made it again during the night, and when I woke up, I realized she was giving me a blowjob, like never before. She finished me off and told me that night was the best night of her life."

He drew a deep breath. "Then, she confessed to me all about cheating with another guy. She said that if I would forgive her, she would never stray again and she would do anything and everything I wanted in bed for the rest of her life. I asked her to tell me everything about her affair. She looked surprised, but then began to tell me about it, describing everything I had seen on the tape and more. She realized things were in flux when I got hard as a rock again while she was talking about it."

Back to too much information again, but I sorted of invited it, didn't I? "So, what did you do?"

"I told her I forgave her for her affair, and that she could choose whether she wanted to continue it or not, but if she did, it must be only if I was there to watch and enjoy her afterward."

"What did she say?"

"She hasn't decided yet. We have sex every night now, like we used to years ago. She tells me she is still thinking about it, and it makes me crazy excited. What should I do?"

"What do you want her to do?"

"I want her in my bed and to see her with other guys too. My old friend won't see her anymore. It's not loyalty to me, though. He is getting married. I need to find my wife another lover." He looked at me expectantly. No fucking way, pal. No fucking way.

I was determined to return to normal life and terminate my bull duties. I also wanted to keep my stock options. I didn't mind if the company was sold, especially at the exorbitant prices the doctors on the board thought we would get. My options would be worth at least 15 year's salary, and with a runup in value like that on my resume I could get hired as CEO at another promising growth company in a flash, given the current tech climate. But only if my reputation remained unsullied. Maybe the lawyers could figure out how to do it. But Barlow had given me an idea.

Sunday, the sermon was on Ecclesiastes. "Whatever your hands find to do, do it with all your might." This was the biblical basis for several other famous quotes, like Abe Lincoln supposedly saying, "If you're a janitor, be the best janitor that you can be." Did this advice apply to my privates, not just my hands? If I was a bull, shouldn't I be the best bull I can be? But I don't want to be one anymore.

Sally noticed I was distracted on the way home. I was gaming out a plan based on the idea Barlow inspired. Was that a good plan, to find Babs a new bull? I needed to think this through. My first thing was to decide how much to tell our corporate attorney. Not much, I supposed. He would probably have to disclose everything to the board if they asked him. I needed my own attorney. This was getting expensive. I needed to sit down undisturbed and think it out.

Sally and Barlow both said there was only one employment attorney for the job, Christine McLette, but two others I needed to consult with and pay. I should engage with the other two so they couldn't represent anyone else against me. Sally said Christine should see all the agreements that I was a party to, and I should tell her what I wanted to happen, both if the company is sold and if it is not.

Christine McLette was a very together woman. Her perfectly appointed office was right out of a movie set, and she was the no nonsense center of attention. She was handsome but not beautiful, obviously bright, an active listener, and I could see how she would be a killer at cross examining a witness in a trail. She tried to keep a poker face as she read the agreement that JT Barlow had drawn up, and she almost did. She looked at me while she cleared her expression to a fully neutral one.

"Not an open and shut case, so to speak?" I smiled but she did not. She continued. "I think I grasp the implications. What do you want to happen next?"

Sometimes talking to someone else can clarify your thinking. "I want to end the whole situation with Barbara and Robert and to have it forever remain our little secret, and I either want to keep my job, or if the company is to be sold, get a big valuation number and keep all my stock options long enough get them in the clear and unrestricted, and look good for another position somewhere else."

She looked puzzled but recovered quickly. "Does Sally know about all this?"

"Yes, from the very beginning. She advised doing it and referred me to Barlow."

She sighed. "Barlow did an excellent job with the agreement. You are covered from a legal point of view, so I think your only exposure is reputational and thus perhaps triggering the morals clause of your employment agreement."

Now I sighed. "If you discount the damage to my immortal soul."

She looked sad. "That is outside my area of expertise, Adam. Let me ask a few questions before I recommend a course of action. First, how likely is it that an acquirer will want you to stay on as CEO after the deal is closed?"

"Short term almost certain, long term highly unlikely. It is most likely to be a larger firm that wants to add sales and earnings, or pick up some new product lines, so they will want me to stay for a year, hold the customer's hands for a while, have me available to consult with through one entire yearly accounting cycle, and then probably a non-compete for another year, but long term they want their own people in complete and visible control, and me to be out of the picture entirely."

She smiled. "Understood. What do Barbara and Robert want?"

"I think they want things to continue as they are, but with Robert there every Tuesday night whether he closes new sales or not."

"Does it have to be you, or would Barbara accept someone else?"

"I don't know for sure. She trusts me, and I suppose I am familiar and low risk from their perspective. But they both seem quite excited and energized by their new lifestyle, so to speak. I think if I wasn't in the picture, they would want someone else to take over for me pretty soon."

She smiled again. "Does Robert have any stock options?"

"No. He gets a good salary plus commissions. He is very well compensated compared to sales VPs at similar companies."

"Will an acquirer want to keep Robert in place?"

"Highly likely as long as they don't know about his foibles. He has great relationships with our existing customers, and he is racking up a good track record for growth lately. "

She stood. "Let me game through a few things for a day or two, and then I will get back to you with a recommendation. I will say I think we can work things out to get a good result for you with contracts, not litigation. We need to move your board of directors to a new position that they see as benefitting them more than the status quo but gives you a little more confidence that you will come out okay."

She smiled but did not laugh at her own joke. Neither did I. When I saw the other two employment attorneys, they charged me plenty for a one hour meeting, and advised either inaction or purely defensive strategies and promised to represent me in a lawsuit after my morals clause was triggered. At hourly rates plus expenses, you understand, not on contingency. But at least they couldn't easily represent the company or anyone else against me. I could not talk to Sally about this anymore, and that was sort of driving a wedge between us. I did not like that at all.

I got another round of inquiries from a new set of business brokers. This usually means that we have grown enough to now meet the criteria that some of the big growth companies have circulated to middle market brokers for acquisitions they are interested in seeing. We didn't publish any numbers, so all they could have was our DNB and maybe if they were really aggressive, they had put together a list of our customers and interviewed them about us. The new DEFI volume was a significant increase in our sales if they were aware of it. That triggered another addition to my mental checklist.

Christine McLette called me in two days hence, just as promised, and asked me to come to her office for a planning session and suggested I do it before my meeting with the corporate attorney and the valuation consultants. She was all business when I arrived, but she looked very good.

"You should introduce the need for change as being necessitated by positioning the company for higher valuation at acquisition. Start with the two outside director doctors and let them think the whole thing was driven by their brilliant insistence on a higher valuation. Tell them you are working with the valuation group to determine everything that needs to be done to support a higher value, and you are working with the corporate attorney to make any legal structural changes that may be required to ensure no problems at sale. If you are lucky, and they are as egotistical as you have described to me, they will insist on a motion at the next board meeting directing you to do all that. "

Christine gave me a checklist of five things to do, and my respect for her grew with each item she detailed. She had thought through not only the legal issues, but the psychological motivations of each party involved. Even if we couldn't get the valuation the doctors wanted, I would at least get several legal protections from recent case law and some contractual arrangements that would further protect me whether the company was acquired or not. I would have to involve Barlow in addition to the corporate attorney, but she had it all planned and sequenced.

Sally McCord noticed my improved mood when I saw her Friday night. I didn't want to bring up Barbara and highlight the tension between us, so I just said the company valuation was going up and business was looking good. We celebrated the end of her two week stint dispatching redundant employees after their recent acquisition of another firm, and I was looking forward to spending more time with her and less with Barbara.

I was rooting against Robert having another sales success right away. I had even decided not to say yes to any special terms or unusual arrangements he might propose to close something. I wanted some time to prepare for how to handle Babs, and it would take me at least three weeks or so to meet with both attorneys, and individually with my board members to grease the skids for what I had planned. I didn't need more of the greasy feelings that I was beginning to associate with Tuesday nights. Luckily, he was working hard and sounding optimistic, but no hard closes (so to speak) to trigger a reward.

I met with the two doctors on their schedule and in their individual offices, so they would feel in a powerful position, and I could defer to their superior wisdom and egos. They both instantly agreed that they were right all along about the valuation and smiled when I asked for their ideas about what we could do to set things up for the highest possible valuation and a fast and profitable sale. I had to lead them to customer and employee retention, but they finally agreed it was important. Their first suggestion was that they meet personally with key employees, but I managed to convince them that revised employment agreements and a stock option plan were more likely to succeed and would take less of their valuable time. I had to wait patiently until they asked if an acquirer would consider me a key employee. They looked uncomfortable when I said I would be needed for a year or so after the sale went through. But they couldn't hide their pleasure when I said the purchaser would probably want me gone, with a non-compete agreement in place, soon thereafter. I admitted to them we would have to build that into a revised employment agreement for me, and that I felt a duty to the shareholders to make an acquisition happen if that was the best way to get value for them. I couldn't resist telling them that an acquirer might want them to stay on in an advisory capacity. Yeah, right. They directed me to put these new arrangements in place ASAP. I reluctantly agreed. Step one complete.

I then met with the other directors, gave credit to the two doctors for realizing the need to retain key employees to facilitate a sale, and got their buy in for revised employment agreements for all employees and a stock option plan for the VP of engineering, and the VP of sales. I then took the Christine McLette outline of the new agreements and option plans, sans anything identifying her, and had the corporate guy write it up for out employees to sign.

My roll stopped when Barbara called and insisted on meeting with me at lunch, at the same diner where we had first met with Sally McCord and hatched the plan that led to my current travails. I could not bring Sally this time, nor was Robert along. Barbara looked like she had just returned from the gym: yoga pants and a stretchy top and carrying a gym bag. Her skin was flushed, and her eyes were alive. She looked good and she knew it. She also knew what she wanted. She reached across the table and took my hand.

"My second pregnancy test was negative, and I am having my tubes tied next week, so we need to schedule a return to our Tuesday night fun, and make it a regular habit, with Robert there, and with no impediments or inhibitions!"

I tried not to look pleased by the pregnancy test results, but my relief must have been obvious. I assumed she didn't notice my dick jumping in my pants, but maybe she could feel my pulse quicken in my hand. I needed to slow this train down, not encourage it.

"There are some other things going on you need to know about, Barbara, that could have a great effect on you and your girls." Her eyes jumped.

"There is a lot more visibility from the board of directors. Robert has been identified as a key employee and is going to be included in a stock option plan that could mean much more money for your girl's education than the 529 plan."

She smiled. "That's good! More the reason to keep Robert and me happy, isn't it?" She began to stroke my wrist suggestively. "Otherwise, I might have to talk to the stockholders about all of this." There it was. Bitch.

Time to switch tracks. "But there is also a risk. The directors want to sell the company, for a great sum, and they would love to be able to keep Robert and me from cashing out our stock options."

She looked puzzled. "Why?"

"Because every share we don't get goes to the stockholders as a group!"

Her eyes changed and she was a math teacher again. "Zero sum game" She whispered. She was bright. "But how could they do that?"

"There is a morals clause to our employee agreements." Strictly true at present, but the new agreements I was about to get signed had a much less powerful version of that clause, and it was very woke and permissive with regards to sexual behavior. My own new contract even explicitly required me to stay employed after a change of control but assured me of receiving all my options even if I only stayed one year.

"If the board were to learn about Tuesday nights, they would fire Robert and me, and laugh all the way to the bank." Not strictly true. They might bury the whole thing until the sale went through, then cashier us before the options could be disbursed. Either way we lose.

She was clearly conflicted. I decided to use guile, not a power play.

"Babs, Tuesday nights with you, even with Robert there, are some of the most memorable times of my life." Also strictly true, but some memories are not all pleasant. "It is kinky, but it is also exciting. But we need to cool it until a sales goes through."

I could see the wheels turning in her head again. "How much would Robert's options be worth?"