a short story by
JOHN BERSIN | Attorney + Author
INSIDE A MIDTOWN OFFICE BUILDING, one with a sleek glass and steel exterior, a deserved reputation for a responsible environmental impact, and low carbon footprint; with a subtle undulation that once induced plaudits for design innovation and excellence; in the interior of the structure, in the largest conference room on the 44th floor, near the C-suites; around a deeply-varnished, burled-oak, elongated oval table fifty feet long sat the fifteen directors and several senior officers of a Delaware corporation listed on the Exchange. Headquartered in New York, its principal place of business was in, well, it could have been any number of places: Paramus, New Jersey; Menlo Park, California; Phoenix, Arizona; Fort Worth, Texas; or half a dozen nondescript office structures identified on customer mailings by Post Office Boxes in a half a dozen nondescript square or rectangular states most often observed from the air.
It was Thursday afternoon at 2:15. Some of the china and cutlery and cups and glasses from the catered lunch were still on the boardroom table before the directors, pushed aside with the napkins and closed binders from the morning sessions. The first speaker after lunch was finishing up. He was an arrogant little man; crew cut hair and an ill-fitting light gray suit that made him look sloppy even though his work was neat, precise and exemplary, meticulous to a fault. A former U.S. Army general officer, who ran the cyber operations for CINC CENTCOM, he shot forth details of his achievements since the last Board meeting in tight patterns, sweeping the room with his looks. His southern inflection, like that of a high school football coach from Decatur, Georgia did not seriously invite questions or dissent.
“Ya see whut did here was build out a back-up of the back-up servahs. So now we got three sets a servahs, in three discrete domestic locations, with two otha sets a servahs, backing up Europe and Asia and respectively. Can you take ‘em forward to Slide 81, Jimmy.”
Jimmy, at the control panel in the shadowy corner of the room, away from the recessed spotlights above each director’s seat, obliged. On each director’s laptop or tablet, and on the six flat screens hanging strategically around the room, Slide 81 appeared.
“So you can see here that if we get hit with a Dedicated Denial of Service attack—and I say ‘if’ but I mean ‘when’—when we get hit with a DDOS attack—cuz it’s inevitable—we will re-direct traffic from the choke points to our secondary and tertiary sets of servahs.”
The little general paused, anticipating a murmur of approval; he received none, just nods and arched eyebrows that said, “Are you going to get on with it?” It was Thursday afternoon, after all, the second consecutive day of board meetings, and for all practical purposes, the last work day of the week for most of the directors and officers. Many had already checked out of their hotels, and their wheeled luggage was crowded into the closets behind the main floor reception desk. Many had already also checked in for their flights to their second homes, arranged drivers, arranged pick-ups, scheduled tee times or tennis doubles matches at their respective clubs for the next morning. The firm’s cyber expert did not realize that he had drawn the worst spot in the entire agenda: two p.m. on the last day of meetings, when the directors were pleasantly suffused in that mild, after-lunch food-coma, hazy focus, stray thoughts of home, their bodies and minds fighting off the dim consciousness of fiduciary duty, longing for long weekends.
The Board was content, relatively speaking, to listen with faux-attentiveness, and to approve whatever proposals might remain. They were well past the pay-package scandals of the early 2000s, and past the financial crisis of 2008-2009. Except for the demagoguery against Wall Street that one could expect in every presidential election cycle, the business was running smoothly for the first time in almost a decade. They were no longer struggling against collapse. They had mollified their regulatory critics. They had passed the stress tests with surprisingly good scores. They had fended off predatory acquisitors. They had quelled activist shareholder revolts. There had even been a closed session on potential acquisition targets, a topic none of the board members had ever heard discussed during their post-financial-crisis terms in office. The Board was content. One or two glanced at the time.
Still, the little general went on and on, and in his pride, he boasted with statistics that meant nothing to anyone in the room, even to the chair of the Board Subcommittee on Cyber Security. Seventy eight per cent effectiveness, sixty five percent of all incidents, four hundred eighteen percent increase, thirty per cent budget decrease, black hat, white hat, man-in-the-browser attacks, intercepted intrusions, Project Boss, Project Devo: the board listened knowingly in a state of unknowing, naturally sensing, of course, that always these slides were part of the presenter’s attempt to increase his annual budget, ideally by one thousand or one million percent, but at least for as much as he could get.
The general snapped his leather portfolio shut and asked if there were any questions. Mainly for the sake of good form, each member of the subcommittee on cyber security asked one question, and the committee chairman asked two. They were well aware of the answers to the questions of course, since they had all been written for effect by members of the little general’s staff, and discreetly distributed to the subcommittee in advance. The intent, which was achieved, was to convince the members of the Board who were not on the Cyber Security subcommittee of the essential importance of its work, and its need for further funding.
With no more questions, the little general rose, buttoned his jacket and by way of verbal salute said, “Thank you very much Mr. Chairman.”
The Chairman, a titled Englishman with estates near Chichester, said in response, “Thank you very much General Green. Very well done indeed.” A young woman in a business suit handed the Chairman a note, which he read to himself. Then he tapped the base of the microphone to his right and announced, “I’m sorry, everyone, but it seems there’s been a change in the agenda. The Marketing team is having difficulty uploading their media presentations, so we’re going to have to take a speaker out of turn. Give us about five minutes and we’ll all resume with a presentation from the Office of Transformation.” He tapped his microphone off and glared over at the General Counsel. Despite twenty years’ experience doing deal and Board work for the biggest companies in the world, the General Counsel looked flummoxed, scrolling rapidly through the pages of his tablet in a panic like a bright schoolboy who couldn’t find his homework. On his way out of the room, the Chairman leaned over the GC and curtly whispered, “I have a BA flight to Heathrow out of JFK at 7 PM. You need to make certain I’m on it.”
The five-minute break turned into ten. The Directors milled around the hallway outside the Board room. Some were chatting amiably about one another’s businesses, other board memberships, recent speaking appearances, the Brexit, and sadly, naturally, the recently concluded presidential elections. Some Board factions were sharpening their knives to attack other Board factions. The Chairman pulled aside the GC as he emerged from the Boardroom. “Why do we even need to have Transformation on the agenda? It’s an historical anomaly left over from the Financial Crisis. It was useful seven years ago, much to do then of course, but now it’s … well, vestigial! Go see what the hell is going on with Marketing so we can conclude on time.” The General Counsel hurried off down the hall towards the waiting room, where Brett Musto, the highly expressive Marketing Director was, in his own words “completely freaking out.” Tech, so often neglected in praise, was buried in scorn. Yet, a moment later a platoon of necktie-less IT guys emerged from the elevator, and milled about the waiting room. They hunched over the Marketing Director’s laptop, and made vaguely scornful comments about the Marketing Director’s hardware in their own language. At last, the capable admin, the same young woman who had handed the Chairman the note, announced, “Members of the Board, if you could please re-take your seats, we are ready to resume!” The admin rang a hand gong, like ushers at the opera. “The gong was my idea,” said one of the directors, a woman of a certain age who had once been the Chancellor of a state university.
The directors shuffled into the room slowly, and re-seated themselves. The dishes and other detritus from earlier in the day had been removed. At each seat, directly below the spotlight, and next to each microphone, there was a thin packet of colored papers velobound with a clear plastic cover and a black backer. At the end of the table, under his own spotlight, sat a small, bony Indian man with straight black hair parted on the left, and caramel skin. He wore a dark suit and a black tie. The suit hung on his narrow frame in such a way that it made him seem like someone playing at business, not a businessman. His placid expression was welcoming but not effusive. His dark brown eyes followed each board member into the room. Finally, the Chairman entered, though not the General Counsel, who was still down the hall with the Marketing and Tech people.
Eager to keep things moving, the Chairman began briskly, “It’s 2:55 p.m. Let the minutes reflect that the General Counsel is not present and that the minutes of this portion of the meeting will be kept by the Assistant General Counsel, Gretchen Cole. All directors previously in attendance are present in the room.
“Now, we’re taking the presentation from the Office of Transformation out of turn because of technical problems with Marketing’s presentation. Sir, I don’t believe we’ve met in the past, but welcome. We’re delighted to hear from you this afternoon. Could you kindly state your name and title for the minutes.”
The little man from transformation leaned forward to tap the base of his microphone. “I am Vishnu Satchayanda.” He spoke the name beautifully, with a slight inflection. “I am from the Department of Transformation.”
“Thank you, Vishnu. I see you’ve distributed a packet of documents, and I know of course that the Transformation Office has done some very valuable and important work since it was created after the dark days of 2008. We’d like to hear about your recent progress, though I must point out that we are running late, so I would encourage you to be concise.”
“Thank you for your kind words, Mr. Chairman.” He sat upright and spoke confidently. “I am here today to offer transformation to all of you, though I must admit, the process of transformation cannot by its nature be concise.”
A few board members shuffled in their seats, glanced uneasily at one another; this opening remark did not bode well. It sounded on some level like it was yet another plea for additional funding but, coming as it did in 2016, from a department that had probably outlived its usefulness. One of the three women on the board tapped her microphone and asked, “Mr. Satchayanda, since we’ve never met you before, would you indulge us a moment, and tell us about your background.”
“Certainly, Ms. Grettisdotter. I was born in India, but I was educated in Britain at the London School of Economics. I also did post-graduate work at Harvard. I have worked in the private sector for many years, for Deloitte and later for McKinsey, but in recent years I have mostly worked in the public sector. I spent several years working in Bhutan and for the Vatican. If it is not immodest to say so, I am a turnaround specialist, though of course, these days, we call that particular topic ‘transformation’.”
Briggs, the longest serving board member, a retired executive from a large West Coast software company, rolled forward in his seat, tapped his microphone and asked, “What happened to Greinke?”
The CEO glanced over at him impatiently. To the intense irritation of the CEO, the seventy year old, white-haired Briggs had worn a seer-sucker suit to the meetings, as if this were a country club dance or a bar association lunch in Podunk County, Georgia, rather than a Board meeting in the center of the world’s financial capital. Greinke’s sudden resignation had been an embarrassment to the CEO: he was one of the CEO’s own hires, after all. Yet after a mere fourteen months on the job, Greinke had simply left in the middle of a Tuesday afternoon the previous April: no resignation letter, no notice. Regaining his famous charm, the CEO joked, “Mr. Greinke did such a good job transforming our organization that he thought he’d try to do the same thing for the IMF or some other hopeless cause.”
Shakiri, the newest Board member, quipped, “Good luck with that.” The directors shared a good chuckle. “The Eye Emm Eff!” Shakiri said derisively.
Briggs cupped his hand to his ear and said “Sorry?”
Colquist, the former university chancellor, leaned over to her neighbor Briggs and touching him on the hand, spoke in a loud voice, “Greinke left for a job at the International Monetary Fund.”
Mr. Satchayanda added, “Actually, my tenure briefly overlapped with that of Mr. Greinke.”
Another director, hedge fund manager Kattan, picked up the packet of papers in front of him, and flipped through the booklet with his fat fingers. “Well, Mister Satchya, is it? It looks like we have a problem. The pages in my booklet are blank.”
This remark prompted several other directors to pick up their booklets and ruffle through their papers also. They all saw that the pages of their booklets were blank too. One or two picked up their tablets and scrolled through this part of the deck. Their faces were illuminated by the glow of the different colors flashing by. The Chairman picked up his copy, examined it rather more carefully than the others, one wet thumb at a time, and seeing the blank pastel pages, said, “Well, what about it Satchayanda?”
“It is true that there are not any numbers or graphs or texts on the pages,” said Mr. Satchayanda, smiling, with a prayerful look. “But I think if you examine the pages before you carefully, you will find that not one of them is blank. In fact, every single page has a distinct color, shade, or hue, which reflects subtle differentiations in condition, experience and association. The pages say something unique to each one of you, and what each page says to you, is different in relation to what that same page says to every other viewer. It occurs is such a way that it cannot be replicated anywhere else by anyone else in the world.”
The retired New England city mayor and former cabinet member, Bobby Petruzzo, rolled his eyes. “OK, I get it, Vishnu. This is your hook, this is your attention-getter, your elevator pitch, whatever you want to call it. Well, congratulations, you got our attention. But here’s something you maybe should have considered before you went to Staples for colored paper: we’re all experienced business people here. You’re wasting your time putting together a dumb demonstrative to get our attention. The point of these meetings is to inform and update the Board about your activities. We already know how to focus. You don’t have to sell us with gimmicks.” He flipped the book to the middle of the Board room table. “So why don’t you get on with it.” Then he paused, uneasily, glancing over at Robinson. “Is this some sort diversity initiative? Because HR was already in here yesterday and we know the numbers there look very strong compared to our competitors.” He added, defensively, “Very strong for a company of our size.”
Mr. Satchayanda placed his hands palm down on the Board table and chuckled. The knuckles of his long fingers blurred with the whirls of the oak grain. “Goodness me, no. No no no! It is nothing like that, Mr. Petruzzo. It is not about diversity at all, and I certainly have no intention of wasting your time. Quite the contrary,” he went on, with a noticeable Bharatave lilt, “my goal here today is to prevent you from wasting your time. I want you to see the possibilities for transformation in your own lives.”
An awkward silence prevailed, but it was only awkward for the directors. Mr. Satchayanda maintained a level smile and eyes that hinted at barely restrained glee, as if he was about to deliver the punchline to a fantastic joke. Finally, the Chairman said, with a bemused look, “Well, I’m intrigued. Go ahead Mr. Satchayanda.”
“Please, members of the board, turn to any page you choose in the packet in front of you, or on your devices if you prefer. I ask only that you concentrate your attention for the next few moments to a single page. Now, Jimmy, if you please, could you flip forward to Slide 88.”
A welter of images flashed forward: bar graphs, line graphs, bullet points, overlays; the face of a famous actor beneath a giant white triangle inside a circle, all the material that Marketing was supposed to present. More graphics and print ads, banner ads, logos and trademarks.
Then there was Slide 88. In an instant, an octave, a blink, in a parsec, a flash, in a thin, filmy twinkling, the directors fell silent. Their faces were expressions of intense concentration, each countenance infused variously with happiness, guilt, anger, glee, wonder, fear, anger, nostalgia, contentment, anticipation.
Elena Colquist, the former state university chancellor, her white hair immaculately coiffed into a bun and held in place with an amber clip, flipped to a sepia-hued page, and began to cry as she saw herself as a little girl on the family farm in Northwest Minnesota, wearing a coarse woolen dress and an apron, gathering water from a trough with an old wooden bucket lined with pitch, which she carried with both hands on a rope handle. It was very heavy for her small frame and she could feel her muscles straining. Yet, she was aware of the innocent happiness of her belief that her father would be proud of her: it was her job to bring water to the rabbit hutch.
Feldman, the retired partner from the Chicago office of a 300-lawyer firm, turned to an azure blue page and as he did so, he glanced ahead to behold the formation of black holes, the flaming-out agate-and-orange explosions of pulsars and quasars in distant empty galaxies, the subtle bend of space and time over light years. He felt himself slipping and disintegrating into the emptiness between matter. Suddenly the importance of the Higgs-Bosun particle was immanently clear and desperately significant—not just to science in some abstract sense, but also to him personally. He surfed along the gravitational pull of the stars and their satellites until he felt that he no longer was in any way different from them, merely an ever-changing collection of molecules and gasses, reshaping into varied forms and degrees of consciousness.
For Mr. Briggs, it was terrifying. The fear of not understanding what was happening to him seized him through his thick glasses with the thumping sledgehammer power of a coronary. His crimson page and bewildered eyes saw the wretched Death’s Head of war, the riders, terrible Cossacks throwing torches and shooting down fleeing villagers; a temple of Aztec sacrifices in a blazing sun, feathered loin-clothed demons with murderous ecstasy; a heap of severed Hutu limbs and machete-wielding Tutsi devils; the mounted armies of the Khan leveling cities of the Khwarezmian Empire and replacing them with ziggurats of bones and decaying flesh, a temple ossuary. The history of bared-teeth barbarity played out on the page before him. He felt himself kneeling on the ground in a desert before a camera. It was too much for the old man. He heard the shrieking invocation and felt the blade cut into him. He expired, his head falling forward on the conference room table.
Shakiri saw music. Every note had a color, a shape, and a visible motion, like a hooked golf shot or a bowled Doosra or a tennis ball returned with topspin, or the parabolas of planets. The flight of the movements danced over his skin, stirring every hair on his forearms and on the back of his neck. The sonata tickled. The dirge made him feel like he had been buried beneath a stone slab. The allegro made his hands wave. The crescendo made his back arch in a kind of ecstasy. Shakiri was certain that he could also detect the subtle scent of the music: alpine air for Mozart; a musty damp churchfloor for Bach; body paint and singed eucalyptus for the didgeridoo; burnt peat for the tin whistle.
Petruzzo, the former mayor and career politician, saw nature for the first time. He had noticed it before, of course, on the ride into Camp David, or flying over the Grand Canyon, at various conference sites over the years, but it was always incidental to the real action of acquiring power, maneuvering to use it, and ruling ex officio. Yet on a cornflower page in Satchayanda’s book, he saw the buzzing of midges in a golden light over a stream at sunset in the far north and west. He saw pools in high mountain meadows, heard the lowing of cattle in their summer grazing, beheld the trickle of snowmelt running off the glaciers in June. There, in the valley below, a cobalt teardrop of a giant lake in the distance sprinkled with sequoiaed islands. The crushed pine-needle scent intoxicated him; he heard the silence so well that he could detect the far-off rustling of an unseen creature in the woods nearby. A blue-and-black winged butterfly alighted on a purple thistle.
Mr. Kattan, the hedge fund manager, had not been paying very close to the curious little man making the presentation. Rather, he had been thinking about how his firm could leverage the anticipated decriminalization of marijuana in a way that would not simultaneously tarnish his reputation. He could only see two ways to do it without jumping into bed with some dirty, long-haired hippie growers and pushers: he could go with those benign-vice capitalists who would probably take some market share, the big brewers, distillers or tobacco growers; or he could go with the agri-businesses that would enhance and perfect the consistency and potency of the seeds. He decided: as soon as the meeting was over, he would call the trading desk and tell the boys to go long on Monsanto. Decision made, he flipped to a page in the book and was transported to a dorm room where someone handed him a waist-high water bong. He drew on it and choked the burnt-wet fume offering down into his lungs, holding it in place by closing his windpipe at the back of his throat. Exhaling he saw the orange and black explosions of his own brain cells, the euphoria of fireworks in a night sky, and felt that one-ness with those around him, an awareness that they were seeing what he was seeing. He was finally doing what he always wanted to do but never did while he was contemptuously working his way to billionaire. He desperately wanted mellow instrumental music, to brush back a woman’s hair, peace, and freedom from worry—and something to eat.
For Gretchen Cole, the thirty-seven-year-old Assistant General Counsel, the violet page displayed her own bitter story of faithlessness and corporate success. She saw directly the tearful fights that Keith Landrum had been having with his wife, who knew something was going on, and said so in front of Keith’s children. “Do you want these boys to grow up without a father?!” she screamed, causing the four-year-old in feet-y pajamas to close his eyes and open his mouth in a wrenching, bawling screech. She saw her second husband, so often dismissively refused, being mocked behind his back by the partners of his own firm. Her first marriage to a senior partner of a national firm—a man twenty years older—had been shrewd professionally, assuring her of early partnership; but the gap in age and energy was fatal, to his body and to her soul. The easy lies told, the business trips that turned into drinking bouts, the late nights coupling and uncoupling early mornings in hotel rooms with almost-strangers, all right under the old fool’s nose. She liked the money and power, and especially the politics of advancing her own career. However, she came to hate that old man’s smell, ever wincing in her memory after she found him overdosed on painkillers. Her own parents’ divorce, played out over Thanksgiving dinner in Atlanta in 1988, her fourteenth year, when she found herself the only one left at the dining room table, holding her hands over her ears.
James Bevel Robinson had been the first African American on the Board, and the founder of a successful Savings and Loan on the South Side of Chicago. He had once played a round of golf at Kapalua with Stanley O’Neal and Obama, then still a rising senator. On his page, he saw the skeletal frame and waxy skin of poverty. He felt the crushing hopelessness, the bewilderment of one trapped in circumstances from which no egress cold be discovered. Within his well-fed frame he felt the gnawing worm of hunger, the humiliation of dependency, the belittling social disdain, the blithe insult of the well-off that the poor do not even exist. He saw himself as he had never been: forlorn, desolate, seated on a tree stump next to a garbage dump, where rats and children competed for scraps.
For the Chairman, it was the weight of history, the burden of leadership, noblesse oblige. All of his forbears processed through the front door of the vaulted Norman stone church on his Chichester property in a parade of minor splendor and middling nobility. Beginning with his late father, louche denizen of the drinking clubs of the House of Lords, one-time confederate of Philip in his carousings. Next his grandfather, in a double-breasted broad-lapelled suit jacket from Bond Street, newspapers under his arm, bowler and amour propre. Then the Marshall, crimsoned and ribboned and medalled and feathered, always just returned from, or about to set off to, God-knows-which-continent. A column of evenly-spaced, similarly pale-and-pink-faced men, adorned in high collars, peaked hats, swallow-tailed coats, garters and capes until the last one: an impossibly-small, bearded man in fustian leggings, cowl, and blood-spattered white robe.
The CEO lived a dream in which he was exposed as an overgrown, callow frat boy, rather than the image that he cultivated publicly of himself as a dynamic tech-savvy executive. He tiptoed into the adjacent, vacant office of the stuffy Chief Compliance Officer, with the intention of sending some prank emails from his desktop that the CCO neglected to secure before going to the bathroom. The fun in this joke was that the emails would appear to have come from the Compliance director, and they would extol the muscular physiques of certain of their male co-workers. But in the dream, as the CEO typed a particularly cringe-worthy description of the chief auditor’s abs, the sliding door of the Compliance director’s office locked shut behind him with a loud thud. Suddenly, everyone in the enterprise was watching him through the glass walls of the CCO’s office. The CEO angrily ordered his sales director to “open the damn door.” The sales director pantomimed an attempt to free the CEO, as all the other employees barely concealed their mirth at the CEO’s predicament. “Idiots!” The CEO shouted at them, “Call Facilities and have them send someone up here! Right now!” The assembled staff played at attempting to free him, calling the management company, and even the Midtown Fire Department. The CEO suddenly realized that his face had turned purple and twitchy with rage, made worse by the fact that he could not keep his pants up. Even the admins could see his veiny ankles, skinny calves and droopy skin. While his rage grew, his physical stature shrank. A terrified look now seized-up the CEO’s face in a violet palsy: somehow, everyone looking at him through the glass knew about that girl Monica who passed out during senior week. What he had done.
The rest of the board also experienced Satchayanda’s transformative effect. One director understood physics for the first time in his life—with immediacy and omniscience. Grettisdotter felt the subterranean lava of her home island as it pulsed and coursed into the Atlantic. Other idylls played out in kelp forests, deserts, and mountaintops. Satchayanda never wavered in his clear steady placid expression.
The first moment the General Counsel, Keith Landrum, noticed that something odd was happening, he was still in the breakout room with the Marketing and Tech teams. He thought he saw Elena Colquist leaving, which puzzled him slightly. He dismissed her departure in his own mind with the thought that she was just getting a jump on the weekend: while the rest of the board might not be done, she was. “Typical,” he thought. He went back to the dispute between the crowd of artistes from advertising, and the bemused IT geeks, and the mutually scornful disdain for one another’s processes that was preventing the deck from properly loading.
Finally, after much wrangling, the problem was fixed. The marketing director, pushed back his pomaded hair, rose, straightened his skinny-legged tailored suit, and profusely thanked the IT geeks with a dead-fish handshake and the falsest of false smiles. It had only been about twenty minutes since the transformation guy had taken over but Landrum was sure the Board would be glad to cut him off. He hastened back to the Board room. Landrum was puzzled to see the doors open and Jimmy, the in-room tech director, sitting on the floor with his back against the exterior boardroom wall. Jimmy had just taken out a cigarette and was fidgeting with a book of matches. “What are you doing? There’s no smoking in here. Take it outside.”
As Landrum was about to enter the room, the Chairman emerged. Landrum breathlessly said, “We’re ready.”
The Chairman looked at him quizzically, as if he was having trouble identifying Landrum. “Oh yes, Landrum. No need for all that, we’re done here.” He walked off towards the elevators.
Landrum looked at him in astonishment as he walked away. “Wait. Anthony! What about the strategic plan and the pending resolutions?”
The Chairman pressed the elevator button. “We’ve taken care of all that. Not to worry.” The elevator bell rang. “Ave et vale my good man!”
When Landrum entered the room, the only three people left at the Board table were Satchayanda, Briggs, and Gretchen Cole. Satchayanda had his arm around Gretchen’s shoulder and Landrum was somewhat shocked to feel a pang of jealousy about this careerist woman, upsetting the balance between his amusement and her career advancement. Gretchen was sobbing, her face in her hands. Briggs was slumped forward in his chair, his head on the board table, eyes cloudy, fixed and open. When Landrum approached Gretchen to comfort her, she punched out at Landrum angrily, wildly, and he stepped back. Rising, still embraced by Mr. Satchayanda, she handed Landrum a sheaf of pages: resignations of officers and directors; a resolution dissolving the entire business; another resolution granting cash bonuses and a year’s severance to each of the 11,000 employees; a provision for the pay down of all outstanding debts; and a final directive distributing the remaining assets to shareholders. She left with her head on Satchayanda’s shoulder.
Landrum checked on Briggs but he had no pulse. He buzzed the front desk and told the woman to call an ambulance, even though a wisp of Briggs’ white hair blown by the air-conditioning vent was the only part of him that could move.
Landrum called outside counsel, but they had no ready answers, either: such a thing had never happened before. The lead audit partner at first thought Landrum was joking. A lengthy review of the Business Continuity Plan disclosed to Landrum that that Brett Musto, the Marketing Director was now acting-CEO. General Green was interim COO.
Of course, Landrum had to file an 8-k. The resignation en masse of the entire board of directors by itself was certainly “material”. Coupled with the proposed dissolution of the business, it was probably the most material event in the history of all public companies. Yet Landrum also had to explain how he intended convene a special shareholders meeting to appoint fifteen new directors to nullify the previous Board’s decisions. No amount of careful wordsmithing in the SEC filing or the press release could obscure the fact that a unanimous board had voted that it was “no longer justifiable to continue doing business.” The public disclosure of this event, even if Landrum could successfully undo it, would set in motion a maelstrom of litigation, regulatory outrage, lurid speculation by the media, and the implosion of the share price. Competitors would rightfully see this event as weakness, and a signal for predation, and they would begin poaching key employees. The official spin released by the Corporate Communications director (but devised by Landrum), was that “philosophical differences about the direction of the business” led to the resignation of the board.
Desperate requests for an explanation by emails, texts and phone calls to Roger and the rest of the Board were futile. No one answered, no one responded. The former directors and officers never again responded to any communications. Email accounts were closed. Checks went uncashed. Subpoenas were ignored. Summonses were thrown on the ground. They lived out the rest of their lives transformed, while the din and ire of the business world breezed past them scarcely heard, like the buzzing of an insignificant fly.
Photograph by Benjamin Child