Chapter 7 #3
I don’t know where he’s gone but my Gregory isn’t present in the room.
I wish I could read his mind but the reality is, I probably wouldn’t like what I’d see.
It was a stupid suggestion. He won’t open up to anyone so he’s not about to open up to three men he hates.
I want to go to him. I want to take him in my arms but this is the Gregory I see during the night, the Gregory who wants to be alone in his own dark world.
I need to be objective about this. I need to put him firmly back in the client box and be his lawyer. ‘What’ve they said so far? Have they tried to call a directors’ meeting?’
‘They sent this letter by email this morning,’ Williams says, sliding a document across the coffee table towards me.
‘It’s a notice to remove a director under the Companies Act,’ I say, speaking my thoughts aloud.
‘That’s a good thing in terms of them knowing that they don’t have a right to remove Gregory under the Articles of Association of the company.
It does mean they think they have sufficient shares in the company with voting rights to remove Gregory by a simple majority. ’
‘In fucking English, Scarlett!’ Gregory yells, thrashing his arm at his desk, sending a water glass smashing into the wall.
Lawrence jumps to his feet. ‘I’m as sure as death and taxes are certain that I brought you up better than this. If you’re going to act like an ape, leave this to Williams and me.’
Gregory swings his head from staring at the pile of broken glass and glares at Lawrence, neither one of them relenting.
‘It’s fine, Lawrence, really.’ I did this to him. He’s wound so tight because of me. ‘I was thinking out loud. So here’s the intelligible version.’
Gregory resumes a position on the sofa sitting next to me. ‘He’s right; I’m sorry.’
I throw him a cursory glance but now isn’t the time for me to look into the distracting eyes of my man of multiple personalities.
‘Forget it. So, I read the company’s Articles on the way over here. The Articles govern how directors are appointed and removed from the company. There isn’t an express right in the Articles for Nick and the others to remove you, although there would be if… if you’re charged.’
Gregory’s shoulders tense slightly, then he nods once, his lips set in a straight line.
‘Does that mean they can’t remove him?’ The question comes from an anxious-looking Williams.
‘Well, it means they can’t remove him in their capacity as directors but they’re either ignorant of the possibility or they’ve looked at the Articles too.’
‘The former,’ Gregory grunts.
‘That gets us to the Companies Act. The legislation gives shareholders the right to remove a director. There are rules around how to exercise that right, which Nick clearly hasn’t followed looking at this letter.
He hasn’t given sufficient notice first off so he couldn’t hold the meeting today to remove you. Are you with me?’
Gregory nods again, stroking his chin between his index finger and thumb.
‘Right, so based on technicalities, we can at least delay things from today.’
Gregory leans back on the sofa, unbuttoning his suit jacket and resting one ankle across the knee of his other leg. ‘A delay isn’t good enough.’
‘I know. What I need to understand is how many shares they have in the company, their percentage holding. They need a simple majority vote to remove you under Section 168.’
‘A simple majority being more than 50 per cent?’ Lawrence asks.
‘Yes. Exactly.’
‘Bloody hell!’ Williams snaps, taking his turn to rise from his seat. ‘They have 18 per cent each.’
‘54 per cent as a group?’ I ask for confirmation. How could Gregory have let that happen?
Gregory nods but his face is expressionless, controlled. ‘Does that mean I’m screwed?’
‘It means—’ On top of everything else, now I have to tell him he’s going to lose… Someone switches on the proverbial light bulb in my recently overactive mind. ‘Wait!’ I rummage through my papers and pull out the company’s Articles. Please, please, please.
My eyes catch the clause I hoped I hadn’t imagined. Thank you, God! I slouch back, sinking into the sofa, and exhale the pressure that’s been building in my throat.
‘What?’ Gregory’s tone is clipped but he’s restraining his temper.
I sigh with overwhelming relief. ‘You have a Bushell and Faith clause in the Articles.’
‘A what?’ he asks, irritation lining his voice.
‘A Bushell and Faith clause. You’ve got enhanced voting rights on the matter of your removal.’
‘English, Scarlett.’
‘Sorry. Your shares count for three votes each when there’s a vote to remove you as a director. How many shares do you have?’
He leans forward, his hands interlocked, his elbows resting on his knees. ‘25 per cent.’
I feel myself grin. ‘Your shares count as seventy five votes. They can’t remove you.’
‘Are you sure?’ Williams asks.
‘Yes. I’m sure.’ I turn to Gregory, who’s resting his forehead in his hands, and slide Nick’s letter across the coffee table, moving it into his field of vision. ‘Tell him to go fuck himself.’
Gregory’s head darts up, as shocked as I am at my potty mouth. Then he turns on that half-smile of his and I’m putty. ‘I’ll do just that. You should watch your language, lady.’
‘So Sandy tells me,’ I say. ‘You don’t have to attend the meeting today either.’
‘Oh no, believe me, I’ll be at that goddamn meeting and Nick Henshaw will be told exactly how to fuck himself.’ There’s nothing funny about the blackness of Gregory’s irises now. ‘What time is it?’
Lawrence checks his shiny, gold Rolex. ‘Half-past eleven.’
‘Right. Scarlett, can you throw together a letter of resignation before twelve?’
My brow furrows, questioning.
‘Not for me,’ he confirms, rising from the sofa and fastening one button of his suit jacket then arranging his cuffs so that his pale-blue shirt hangs ever so slightly longer than his slick, charcoal jacket.
‘Nick Henshaw will be resigning as a director at noon.’ He leaves his words hanging as he makes for a dramatic exit from his office.
‘Gregory, wait.’
He turns to face me just before he reaches the door.
‘Are you sure that’s wise? Whilst Nick is a director and shareholder of the company, he won’t do anything to damage his own investment. If you force him to go, he could expose you. If he does that, it’s not just the reputation of this company that would suffer.’
Gregory swallows. There’s a shred of doubt in his mind. ‘Trust me, he won’t be doing that.’
He opens the door and leaves the room, then just as quickly reopens the door. ‘Scarlett, in case I forget to tell you later, you are one amazing woman.’
Despite the raging fire burning in my cheeks, my heart bursts. God, I love him.
‘Here you go.’ I hand the letter of resignation to Gregory. ‘Just needs a signature.’
He folds the letter by three and tucks it into his inside pocket.
We take the lift as a foursome down to the twenty-seventh floor and make our way to the boardroom.
The three men already sitting at the far end of the oversized mahogany table stand as we enter.
Gregory doesn’t offer his usual introduction, nor does he exchange pleasantries, but he inclines his head, gesturing for me to take a seat to his left at the head of the table.
I dislike the three directors already. Scouring their faces, I attempt to determine who’s who.
One of the men does actually look French in a way I can’t quite pinpoint.
He has a slight frame and golden skin; he’s not at all bad looking.
His hair is swept back, black with just the smallest sign of introductory greys, his thick, black eyebrows as yet untarnished.
‘Are you going to enlighten us?’ One man leans forward on the oval table and stares at Gregory whilst glancing in my direction.
This must be Nick, the ring leader. Mid-forties and broad, he clearly looks after himself.
He’s not good-looking but he is striking.
A woman would be forgiven for taking a second glance.
His tousled, dirty-blond hair suits his tan which is, at best, uncommon for November in England.
His blue-grey eyes are dishonest and cold but strangely handsome at the same time.
‘This is Scarlett Heath, my legal advisor.’ Gregory checks his watch as he speaks, a small demonstration of how highly inconvenient this little gathering of Nick’s is. ‘You summoned us, Nick; let’s move this along.’
Nick scoffs, raising a supercilious smirk to the ceiling. In my periphery, Gregory is focussing, straight-faced, on the nemesis at the opposite end of the table. There’s no love lost between these men, that much is clear.
‘We’re here to tell you that your time as our liege has come to the cliff’s edge… and I’m about to kick you off.’
‘Spare us the melodramatics, Nick,’ Williams snarls.
‘We’ve learned about your little adventure on Saturday night, Gregory, and we’re here to remove you as a director of our company before you get banged up and drag our name down with you.’
I flinch at his words. He really is a nasty piece of pie. I’m actually excited to watch this unfold and see his vindictive plan fall to shit around him.
‘Hmm, yes, I’ve been informed of your knowledge.’ Gregory leans back in his black leather chair, his elbows resting on the arms of his seat. ‘I’m also aware of how you acquired that knowledge.’
Nick squirms. There’s a reason Sydney told him.
Williams and Lawrence similarly rest back into their directors’ chairs.
They know and they also know that Gregory just took the upper hand.
But I’m not the only person in the room who’s still in the dark.
Jean-Paul raises his thick brows at Nick.
Finding no answers, he turns to look at the man I presume is Tim.
As Tim’s shoulders rise, his second chin wags a little from side to side.