My attorney is drafting a formal conflict of interest disclosure notice that will go to the full board by Sunday evening. Giving every board member 48 hours to review before Monday's session. She looked at him. But I have a problem. The Harrington timeline, Marcus said immediately.
She pointed at him. Yes. If I drop this bomb on the board Sunday night, the Monday session becomes about the board crisis, not the deal. Harrington hears about internal turmoil. British firms do not like internal turmoil.
David Harrington is already cautious. He's been watching us for 18 months looking for any reason to slow down. If he gets wind that three of our board members are being removed for undisclosed conflicts of interest, he pulls back. So, you need to close the deal before you drop the disclosure. I need to close the deal before Monday morning, she said.
Which means I need to call David Harrington today, Saturday, which is not how he operates, which will alarm him. Which means I need to go into that call with something he needs more than he needs caution. She looked across the table at Marcus. What do I give him? Marcus thought.
Really thought, not the surface level of the question, but the architecture underneath it. What did David Harrington actually want? Not what he'd said he wanted. Not what the deal terms said. What was the man actually afraid of?
And what was the thing that, if Claire offered it, would make the fear smaller than the opportunity? His board is nervous about American regulatory exposure, Marcus said slowly. That's been in every analyst note about this deal for 6 months. They want the merger, but they're worried about what happens if the regulatory environment shifts. They need a guarantee structure that protects their equity position if the deal gets challenged post close.
Claire stared at him. How do you know that? I read, Marcus said, a lot. Especially this week. She kept staring at him for just a moment, then look again.
The one that wasn't quite belief, but was somewhere in the territory of revision. Of a person updating their understanding of another person. If I offer Harrington a modified indemnification structure, he closes, Marcus said. Before end of business today, because you've just solved the one thing his board has been worrying about for 6 months, and he doesn't want to give you time to take it off the table. Claire was quiet for a full 10 seconds.
Then she said, you understand deal architecture. I used to run operations for companies that were constantly navigating acquisition risk, Marcus said. You learned the language, Marcus. She stopped. Who are you?
He smiled at that. Small and genuine. I'm your driver. You are absolutely not just my driver, she said. And the way she said it, direct and final, and without any softness designed to manage his feelings, was actually more honest than any careful compliment would have been.