The completion Meeting

Simon and John Hume arrived at Phillips, Tate and Shrive's Cambridge law practice, a modern, glass fronted building on Station Road, at twenty to five on Monday evening.

"The Americans are already here," said Simon signing the register and pointing at previous entries. "It looks like they've come mob handed. There are five of them"

The receptionist handed them visitor badges and they were taken by a clerical trainee up-stairs to the fourth floor. She showed them into the room where the deal would be done. A full-length window, with a view of the town and the colleges in the distance, filled one wall, the others rich with walnut panelling. Despite facing north, the room was warm and smelt of lemon and polish. An oil painting, a judge in wig and robes, illuminated by a brass picture light, dominated the wall opposite the window.

 Plates, filled with Danish pastries, had been laid out at the end of the table together with glasses and bottled water. A stack of documents, the formalities, was neatly arranged in the middle of the table. The Americans were seated at a large walnut table directly across from Neville Phillips. C.J. relaxed and leaned back in his chair.

Simon sat down between Neville and John Hume. As he did so, Neville opened the palm of his hand revealing a hastily scribbled note. Something isn't right. Be careful. He screwed up the note and put it in his pocket.

The Texan CJ. was a big man.

It was the first time Simon had seen C.J. in a suit. The big Texan looked different. The double breasted jacket hung like a vertical pleat from his huge frame. Nico, also dressed for the occasion, was wearing a tailored red outfit and matching red spectacles. Simon hadn't seen her wearing glasses before. Her changed appearance made Simon think, academic with attitude. The Americans had made an effort, come ready for business.

"You already know Nico and Ben Fripp." C.J. gestured to his associates and pointed to two strangers, a large man with a paunch and a thin-faced man with a lazy eye, seated by the window. "Frank Jacob. Frank's our software specialist." The man with the paunch nodded. "Nico's asked Frank to do some checks for us and John Wardman. John's joined our legal team. Flew in this morning."

"Hi," said the chisel-faced stranger.

"Welcome to Cambridge," said Simon. He felt uncomfortable and wondered why were these two strangers at the meeting? "You must be tired after your flight." Simon smiled at the Texan. "C.J. what did you think of the rugby?"

"Hell. It was a tough game. Those guys play rough." C.J. reached over for a bottle of water unscrewed the cap and took a swig.

"Shall we make a start?" suggested Neville Phillips. "There's a lot to get through. First of all I'd like to thank C.J. for agreeing to hold the meeting here. My clerical team are available in case we need to redraft any of the document." He picked up agendas from the stack of papers in the centre of the table and passed them round. "The first item is for the existing shareholders to sign stock-transfer forms." He handed documents to Simon and John. "If you could just sign where I've put the pencil marks."

"Just a minute," interrupted C.J. "A couple of things have come up. John'll explain."

The thin-faced man smiled and cleared his throat. "Thanks C.J. My search of patent filings has exposed a weakness in your American rights. The patent for your Regis Software could be challenged in the US. If the patent was shot down it would have a material effect on the value of your company. I'm not saying there will be a challenge, but it's a risk we have to allow for." He sat back, waiting for a reaction.

"What's going on?" demanded Neville. "This is ridiculous. Ben. You and I have been working on this deal for months. Any patent issues should have been settled ages ago."

Ben Fripp drew a small imaginary circle on the table with his finger.

Simon looked at C.J. The Texan returned a blank stare. "You said a couple of things C.J. What's the second?"

"I'll answer that," said Nico. She sat forward and looked over the top of her glasses. "I asked Frank to do some penetration testing of Regis and I'm sorry to say your software's not secure."

"Not secure! You did the security due-diligence and said everything passed. I saw the results. What do you mean not secure?" snapped John Hume.

"Frank found Regis is vulnerable to attack. It's not bullet proof."

"That's a lie," replied John Hume and glared at Frank Jacob. "We've got the best coders in the world. There's nothing wrong with Regis."

"Easy John. Let's hear them out," said Neville, putting his hand on John 's arm. "I take it Frank's specialisation is cyber security?"

Frank nodded. "I run Systron's Red-Hat team in Dallas."

"Red-Hat, what does that mean?" whispered Neville.

Hackers at work.

"It means he's a good guy employed to test companies' computer systems by hacking the systems to expose weaknesses in their defences," explained Simon. "OK Frank. Tell us. How did you do the penetration test?"

"Go ahead Frank," said Nico.

"We tested with a Neutrino Exploit Kit and then did some manual stuff, but it wasn't a full security audit."

"You hacked our system with malicious software without telling us!" shouted John. "That's bloody well illegal."

"No it's not. It's legitimate and no damage was done." Frank Jacob shrugged. "It's what I'm paid to do and." He smiled. "One of the dumbest ways in was laterally." He looked at John. "I accessed Harland's system through your home computer."

John Hume stood up and leaned across the table glaring at Jacob. "You hacked my home computer! How? I don't believe you."

"Neutrino Exploit's a very powerful tool in the right hands. It'll unlock pretty-much any system," said Frank. "Getting through your firewalls wasn't that hard."

John Hume turned crimson.

"Relax John," said C.J. He was smiling. "Sit down. Don't worry. Harland Digital is a great business and we want Regis. Like I told Simon yesterday we're here to do a deal. Systron still wants to do business. But you must appreciate our position."

"I thought the deal was agreed," said Simon. "We've been together for two days and you've said nothing. Not a word about the patent or Regis. I even asked you if there was a problem. Remember? And you," he pointed at C.J. "Said no, everything was fine." Simon paused to take a breath. "So what is your position now?"

Ben Fripp answered. "We have two proposals. The first is that Harland's directors give personal guarantees that the U.S. patents will hold up if challenged. I've prepared draft undertakings." He picked a briefcase up from the floor beside his chair, opened it and passed a document across the table to Neville Phillips.

The lawyer studied it. "It says here unlimited and without time constraint."

"What does that mean?" asked Simon.

"It means the guarantee is for every penny paid for the business and is for everything you and John have and there is no time limit," said Neville. "You would be underwriting the future success of Harland Digital forever. As your lawyer I have to tell you not to agree to this Simon."

"Look at it from our point of view," said C.J. "We're trying to help you out here. Systron Security have agreed to pay eight million for Harland Digital. That's a great deal of money. We're still willing to pay but we need some comfort that what we're buying isn't a crock of crap."

"That's strong language C.J." said Neville. He scribbled a note and showed it to Simon and John. Don't react. Hear them out then we'll discuss.

"Some comfort," spat Simon. "We'd be wedded to the business for all time. Waiting for the day you come back and put your hand in our pockets. What's the other offer?"

"OK. We are willing to take all the risk," replied Fripp. "But it's a big risk and it would alter the price,"

"So, at the last minute after saying nothing to warn us, you're reducing your offer! How much?" demanded Simon glaring at Fripp.

"Don't get angry, Simon," said C.J. "Hell. This is business."

Fripp selected a copy of the share sale agreement from the document pile in the centre of the table turned to the last page crossed out eight and wrote a new figure. He passed the revised agreement across the table.

Simon snatched it and flicked to the last page. He showed it to John Hume.

"What?" shouted John. "You're taking the piss. This is a bloody joke."

"It's no joke," replied Fripp. "It's a serious offer to buy Harland Digital."

"And what if we say no?" shouted Simon. He thrust the agreement towards Neville.

John Wardman, replied. "Systron could challenge your patent in the Federal Courts."

"Is that a threat? Sign or you'll takes us on in the US courts." Simon banged his fist on the table, "You bastards."

 Neville Phillips put his hand on Simon's arm. "I've been a corporate lawyer for twenty years and I've never experienced anything like this. This isn't a completion meeting. You haven't come to complete a deal. You've come to renegotiate." He tossed his copy of the agenda across the table. "Before we respond, my side needs a break to discuss these unexpected changes privately. Excuse us for a few minutes." He stood up and ushered Simon and John to a small office.

"Five million!," John snorted. "Where the hell did that come from?"

"Shit, shit, shit. We've been ambushed," said Simon resting his forehead against the wall. "They planned this all along. Playing us like a bloody orchestra. How the hell did he get in through your home computer?"

John, still red with anger, didn't answer.

"Can they do this?" asked Simon. "You're the lawyer. You said the contract had been agreed. Everything was settled."

"It was," said Neville. "Let's concentrate. What they're doing is immoral, it stinks but it's not illegal. As I see it you have several options, accept one of the offers, try and negotiate a better deal or go nuclear and cancel the sale. You can still do that and walk away. Find a new buyer."

"Fripp thinks he's Geronimo but he hasn't scalped us yet. Look," said Simon. "We all know Regis is fine. So they've pen. tested. So what? It's a bluff.  There's nothing wrong with the software that can't be fixed."

"Maybe so," replied Neville Phillips. "But the lawyer Wardman is a hired gun, I did a quick internet search on him, when he turned up unannounced, before I joined them in the meeting room. He's a lead attorney with a name. He fights big patent cases. American patent law is a minefield. It's the side with deep pockets that wins and we know Systron have deep pockets."

"Why didn't you warn us?" said Simon. Then he remembered the note. "I should have seen this coming. The weasel's threatening us. It's blackmail. Do the deal. Sell Harland for a distressed price or he'll use the American legal system to screw us."

The lawyer nodded. "They could tie you up for years. We could fight, citing the International Patent Treaty of 2029 and the contract does state that any dispute would be heard in a United Kingdom court but wouldn't be easy." He shook his head. "My advice is to tell them to get stuffed, politely of course. Maybe they're bluffing and will back down. If they don't the completion meeting isn't done. You can walk away and find another buyer. It's your call Simon. What do you want to do?"

Simon turned to John Hume. "Your ten percent share option doesn't look quite so attractive now, does it John? We need to buy some time. Let's go back and tell the Yanks we still think a deal is possible but we want to consider the offers in more detail."

The Americans were chatting when they returned to the meeting room.

Simon Reece's business deal was only the start of his problems.

"More time? No problem," said C.J. "Our plans have changed. We have another meeting in London and we'll be staying in the UK for a few more days. You boys have a think. Today's Monday. What say we hook up later this week to settle things? Ben'll book a time." He stood up, grabbed a Danish pastry and took a bite, threw a casual salute at Simon and moved towards the door.

"We're going to need longer," said Simon. "Two weeks and we want to see the results of the penetration test."

"Two weeks?" The Texan stopped chewing and wiped crumbs from his mouth. "OK. two weeks and Frank'll send you the details of the test, but not a day longer. We'll come back to the UK then. One more thing. Remember that you signed an exclusivity agreement and can't talk with any other potential buyers while we're still negotiating. My legal boys here will be very upset if they learn you're going behind our backs.