'Maternal Care' Segment II

“Good of you to stop in Derrick. You know Marilyn Hayes, representing your aunt’s estate. Since we’ve been talking, I felt it was easier for you to join us rather then packing up all the paper work and going to your office,” general counsel Liddy Kincaid gesturing to a chair at a small conference table strewn with documents.

As CEO of a multi million dollar corporation, Derrick indeed finds it a bit of a slight for him to go to her. Employees go to him.

“Not a problem. Got a text on my way back from lunch,” Derrick speaks in trying not to ogle the large breasted woman. Wife Margaret has always hassled him about the attributes he demands of female employees. His assistant of many years, Sophie Hazeltine, humorously chides him about it in private. And of course she is well proportioned at the chest as well. 

“We need to explain some things, Mr. Mason... mandated in your aunt’s will,” Marilyn Hayes getting right down to business. “About her eighty percent of the corporation.”

“Yes, of course.”

Derrick expects himself to be the beneficiary. He owns fifteen percent of the stock. Certain loyal, long time employees owning the remaining five percent. Having run the business for over ten years, being his aunt’s only blood relative, the bequeathment of his aunt’s eighty percent is about to be announced. He does his best to veil his excitement... much sacrifice over the many years... both financially and in swallowing much male pride. The woman was a tyrant.

“It’s going into a trust... your wife to be the trustee.”

“What!”

“Yes, along with a sizable amount of marketable securities and cash, details not to be disclosed to you,” Marilyn Hayes smug in her pronouncement.

“But... but... that’s not right. We’ve planned...”

“Yes, your wife mentioned that. Lots of spending over the years... no savings... relying on your aunt’s munificence at her demise. Well she had other thoughts.”

Derrick leans back in his chair. His salary has been comparatively modest over the years, leaving the corporation with as much cash flow as possible in order to grow... for his aunt’s benefit... and of course eventually his. His monthly pay check barely covers the mortgage and taxes on his mansion... purchased at a stretch under the urging of his wife. 

His hand goes to his forehead in duress. Marilyn and Liddy suppress laughter.

“Yes a surprise. Your aunt wanted to leave the stock directly to your wife. But I pointed out that in a community property state you’d be entitled to half and thus have voting control of the corporation. She did not want you to have control of anything.”

Financially neutered!

“The terms of the trust?” Derrick blurts in desperation.

“You’re not to know.... other than that your wife votes the shares... and pays herself trustee fees.”

“So Derrick, you’re now working for your wife,” Liddy gaily explains.

“And there’s more. I recommended a rights offering,” Marilyn continues, “raising money for the corporation. In order for your ownership not to be diluted you’ll need to contribute one and a half million dollars in order to keep your level of ownership at fifteen percent. If you don’t exercise your rights, the other shareholders, trust included, can acquire and utilize your unused rights.”

“But that would mean the corporation would be issuing some ten million dollars in stock. What are we to do with that much?” Derrick’s thoughts shifting from his personal predicament to that of CEO.

“You are not going to do anything with it. The corporation will be purchasing an aircraft... a sleek jet... for the new chairman of the board.” Liddy explains with glee.

“The new chairman?”

“Your wife.”

Yes, Derrick quickly realizes, Margaret Mason’s propensity to party... now to be fully manifested... jetting wherever a cocktail party beckons.

“What will I be left with?”

“No rights exercised... one and one half percent.”      

Derrick is apoplectic. In his dismay he looks to see both women sitting, shoulders back, prominently presenting mammary glands of size, seeming to subtly mock his penchant for large breasted women. In another time... another place... their combined actions would be interpreted as a sultry invitation... ‘come hither’. 

“Well we... I... don’t have the cash.”

“No cash... as expected. And you’re going to have a hard time raising it... based on your new salary.”

“New salary?”

“Half, Derrick. Keep in mind the jet will be expensive to maintain. And of course there are the fee’s to the trust... and the Chairman of the Board’s salary. Your wife’s going to need it. I understand there’s quite the mortgage on your home...”  

“I’ll be talking to my attorney. I’ll sue.”

“Before incurring substantial legal fees, Derrick... take some free counsel,” Marilyn Hayes advises in a smooth and calm voice, countering Derrick’s tone of exasperation. “Under Delaware law, the Chancery courts have ruled that legal action brought by shareholders of less than five percent are considered nuisance suits... readily dismissed.”

“We’re not in Delaware,” Derrick enjoying a ‘gotcha’ moment.

“No, but the business is incorporated there. A very business friendly state. Attack by an insignificant shareholder is viewed more or less as that of a pesky gnat. And you can’t remain as CEO and sue the company. So without a job and any income at all, think of the quality of the legal advice you’ll be able to afford.”  

More stunning revelation... how quickly and easily CEO Derrick Mason can find himself to be unemployed. He sits back in silent defeat.

“You’re dismissed Derrick,” general counsel Libby Kincaid summarily advises. “Marilyn and I have more things to talk about. You’re not needed. You may go home.”