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Sean see's how quickly Rebecca works
By the time Sean returned, Rebecca had commandeered his folder, the printer and what appeared to be most of the available space on her desk. Financial statements occupied one pile, correspondence another, while Broctky's corporate biography lay beside a handwritten list of names. Her laptop displayed a spreadsheet of executive appointments and remuneration figures, which she was still amending when he entered. Sean recognised the arrangement well enough, having spent years watching Rebecca organise her investigations with the same meticulous attention she'd once devoted to finding fault with his work.
“There you are, my love.” Rebecca looked up from the keyboard, and the smile that spread across her face was almost indecently pleased. She abandoned whatever she'd been typing, settling back with one hand over her stomach while the other beckoned him closer. “Come here. I've had the most wonderful afternoon, and I think you deserve a proper thank-you for giving me that folder.”
Sean approached with some caution, although he was smiling himself. He'd expected Rebecca to enjoy examining Broctky's affairs, but the brightness in her eyes and the barely contained excitement in her voice suggested she'd found something particularly gratifying.
He was still a step away when her fingers caught his tie and pulled him down into a kiss. Sean caught himself against the desk, careful of her stomach, as Rebecca slipped her free hand behind his neck and kissed him with an enthusiasm that left little room for conversation. She was warm against him, her cheeks flushed, and when he tried to straighten, her grip on his tie tightened just enough to make it clear she hadn't finished. By the time she finally allowed him to draw back, she was smiling broadly, looking rather as though someone had handed her an exceptionally expensive present.
“Good Lord, Rebecca.” Sean adjusted his tie, which had suffered considerably from her attention. “I take it you found something interesting?”
“Oh, several things, my love. Several very interesting things.” She laughed, apparently unable to contain her satisfaction, and reached up to straighten the knot she'd just pulled out of place. “You have absolutely no idea how much fun I've been having. That dreadful little man has spent years making himself important to people who might become rather less fond of him once they begin asking the right questions.”
Sean recognised the particular delight she took in that prospect, although he couldn't recall ever seeing her quite this animated over a collection of financial statements. Her fingers lingered against his chest before she reluctantly released his tie and gathered the papers beside her keyboard.
“And the best part,” she continued, glancing up at him with a wickedly affectionate smile, “is that I get to do all of this for you. Really, darling, you ought to have told me years ago. Just think of the entertainment we've missed.”
The printer delivered another sheet as she spoke, and Rebecca added it to the stack before handing him the report. Sean recognised the familiar thoroughness behind its heading, Preliminary Assessment and Proposed Course of Action, although the kiss she'd just given him and her unusually exuberant mood suggested she was enjoying this particular assignment considerably more than most.
“I've already spoken to Raina,” Rebecca informed him as he opened the report. “She's going to review the contractual material, but I thought you'd appreciate seeing what I've managed to establish in the meantime, my love.”
The endearment drew his attention briefly towards the office door. They had agreed to keep their relationship private, a sensible precaution given their professional history and the questions their colleagues might ask, yet Rebecca seemed perfectly comfortable calling him that at work after practically dragging him across her desk by his tie. Apparently a closed door was all the discretion she considered necessary. Sean wasn't about to complain about the affection itself, although he would have preferred a little more assurance that nobody could overhear them.
The opening figures were familiar. The acquisition, the redundancies and the hundred and fifty-four million dollars in executive compensation were all drawn from documents he'd spent years collecting, although Rebecca had arranged them into a much cleaner account of how the restructuring had benefited Broctky and his colleagues. Her additions became apparent further down, where the remuneration approvals were cross-referenced against the directors responsible for them, complete with their current appointments and connections to several institutional investors.
“You found the remuneration committee,” Sean observed, following a name he'd previously encountered but hadn't managed to connect to the others.
“Naturally. The compensation didn't approve itself.” Rebecca leaned forward to indicate a particular entry, her satisfaction giving way to the focused attention he knew considerably better. “What interests me is how much the directors were told about the liabilities arising from those redundancies. The company was remarkably enthusiastic about recognising the savings, but I should like to know whether anyone asked what those savings might eventually cost them.”
“I was looking into that myself. Getting the information wasn't the problem so much as finding someone with enough influence to demand an explanation.” Sean examined the appointments she'd listed beside each director, recognising several avenues he'd already considered. “Turns out people aren't particularly eager to discuss executive compensation with a former employee they've already dismissed.”
“And a former employee publicly accusing the board of misconduct without sufficient evidence could find himself in rather more trouble than he started with.” Rebecca gave him an approving smile, apparently satisfied that he'd appreciated the difficulty. “You've approached it sensibly, my love. Although I do wish you'd shown me what you had.”
Sean could think of several reasons why involving Rebecca in his plans hadn't originally appealed to him, though he doubted she'd appreciate hearing them now. He settled for examining the next portion of her report, where the directors' appointments gave way to an assessment of the restrictive covenants. His redundancy correspondence had been cross-referenced against the original agreements and the employment opportunities he'd subsequently lost, with several passages marked for further legal examination.
“I've spoken to Raina about these,” Rebecca explained, indicating the annotated clauses. “She wants to examine the original agreements and severance terms before giving us an opinion. I can tell you why threatening redundant employees with restrictions this broad is commercially questionable, but establishing whether they could lawfully enforce them, and what remedies might be available, is her department.”
That was a useful addition. Sean had been considering how to challenge the restrictions himself, but securing a proper legal assessment had always been one of the more expensive obstacles. Having Raina involved could make a considerable difference, particularly if her review identified grounds for pursuing the company beyond his individual case.
“I'd been planning to contact some of the others,” he told her, following the entries Rebecca had marked for potential witness enquiries. “Find out how many received the same threats, whether anyone challenged them and what happened to those who didn't. I've still got contact details for a few people.”
“Excellent. Keep those handy, my love. Once Raina has reviewed the documents, we can establish which questions are worth putting to them and how best to approach them without causing unnecessary complications.” Rebecca indicated the evidence requirements beside his list, where she'd already distinguished the correspondence they possessed from the accounts they would still need to obtain. “I'd rather Broctky didn't know what we were doing until we're ready to make proper use of it.”
Sean couldn't fault that. Prematurely alerting Broctky had been one of his concerns from the beginning, and Rebecca's proposed sequence preserved the discretion he'd taken such pains to maintain while bringing Raina's legal expertise into the matter.
Further down, the names of several institutional investors caught his attention. He'd already identified most of them during his own research, although his attempts to reach anyone capable of scrutinising Broctky's compensation arrangements had produced little beyond polite acknowledgments. Beside one of the investors, however, Rebecca had written the name of a governance committee member Sean recognised from an article he'd saved months earlier.
“Elaine Mercer,” he read, recognising the name from a governance article he'd saved months earlier. “You've actually met her?”
“Oh, my love, I've known Elaine for years. We attended the same conference not long ago, and she made a rather unfortunate chief executive cry at dinner.” Rebecca sounded distinctly fond of the memory as she pointed out Mercer's position on the governance committee of one of Broctky's largest institutional investors. “She has very little patience for executives who expose shareholders to unnecessary liabilities, particularly when they've already collected their bonuses. If we can substantiate the concerns I've outlined here, I imagine she'll have some interesting questions for his board.”
Sean examined the proposed approach, noting that Rebecca had avoided demanding Broctky's dismissal in favour of specific questions about the remuneration arrangements, possible undisclosed liabilities and the board's oversight of the restructuring. She'd also identified the records that would need verification before those concerns could be raised responsibly.
“You realise Mercer might not be interested.”
“Naturally. Although I should be rather surprised if she dismissed a properly documented concern without examining it.” Rebecca drew his attention to the other names beneath Mercer's entry. “If she does, there are several alternatives. Two of the directors involved in approving the compensation arrangements still hold appointments at other companies, and I've identified institutional shareholders with interests in more than one of those businesses. Their governance teams may be interested in understanding how those directors discharged their responsibilities.”
Sean followed the connections across the page, recognising several appointments he'd found during his own research but hadn't thought to examine together.
“There's also the question of the company's auditors,” she continued, indicating another entry. “I'd like to know whether the restructuring provisions and any material legal exposures were properly reflected in the financial reporting. That's something Raina can help us assess before we decide whether an enquiry is warranted. And if the board proves unwilling to address legitimate questions, we can consider approaching other major shareholders or the relevant regulatory authorities with whatever evidence we've established.”
“You've already mapped out the alternatives.”
“Of course, my love. It would be rather foolish to build an entire strategy around one woman's willingness to take my telephone call.” Rebecca smiled as she settled back in her chair. “Elaine is simply the most convenient place to begin, and considerably more pleasant company than most of the gentlemen on this list.”
Sean returned his attention to the overlapping directorships. He'd known the names and understood their significance individually; what he'd lacked was a practical means of putting the information before anyone who could act on it. Rebecca had supplied several, each with its own evidentiary requirements and a contact or institution worth approaching.
Among the records Rebecca had assembled was an earlier acquisition involving Broctky's previous employer, where the timing of the redundancies and subsequent executive remuneration bore an uncomfortable resemblance to what had happened three years ago. The accompanying disclosures identified two executives involved in both transactions, although several questions remained about their respective responsibilities and what the directors had been told when approving their compensation.
“Interesting,” Sean murmured, comparing the dates. “You've found another acquisition involving the same people.”
“Two of them, at least. And I haven't even begun contacting anyone, my love.” Rebecca indicated the relevant entries, plainly enjoying herself. “What I'd particularly like to establish is whether Broctky has made a habit of arranging these extraordinarily profitable restructurings. If the same individuals repeatedly benefited from decisions they helped authorise, I imagine certain shareholders would be interested in examining the circumstances.”
The similarities alone proved very little, but they warranted investigation, particularly with the same executives appearing in both transactions. Rebecca had identified the records they would need to examine, although her evident pleasure in contemplating the possibilities made Sean curious about the limits of her ambitions.
“How far are you intending to take this, Rebecca?”
“As far as we can justify, naturally. I'd be delighted if his investors concluded he was unfit to remain in his position, and happier still if the directors responsible for those bonuses found themselves obliged to account for their decisions.” She rested a hand over her stomach as she regarded him with a smile. “And considering how generous Mr Broctky has been with his paperwork, my love, I should hate to disappoint him by failing to put it to good use.”
Her proposed sequence supported that ambition. Raina's legal review and verification of the financial disclosures would precede any approaches to former employees or institutional investors, with publicity reserved until they understood what could safely be disclosed. Sean appreciated the discretion, particularly as it aligned with the precautions he'd already incorporated into his own plans.
What interested him rather more was Rebecca herself. She was still smiling at the thought of Broctky's difficulties, her cheeks noticeably flushed, and when she shifted in her chair, the movement appeared to make her unusually conscious of her own discomfort. Sean had initially attributed her heightened colour to the warmth of the office and the inconvenience of being thirty-five weeks pregnant, but the particular quality of her smile was becoming difficult to mistake.
“Rebecca, are you actually getting turned on by this?”
She looked up at him with an expression of such unabashed delight that he had his answer before she spoke.
“Well, my love, you've given me the opportunity to make an exceptionally unpleasant man regret what he did to you. I should have thought you'd know me well enough to understand why that appeals to me.” Her smile widened as she considered his expression. “Although I confess I hadn't expected to find it quite so stimulating.”
Sean couldn't help recalling a few occasions when she'd seemed almost inordinately pleased with herself after attempting to undermine him. He'd long suspected that the prospect of professional victory was only part of what made those confrontations so enjoyable for her. Watching her now provided an interesting confirmation, albeit one he wasn't entirely sure he wanted.
“That's rather disturbing, you know,” he remarked, glancing at the report still in his hands. “I'm beginning to wonder whether I should be charging you for the entertainment.”
“Oh, don't be such a prude, my love.” Rebecca laughed and caught his free hand, bringing his fingers to her lips. “You know perfectly well how much I enjoy a worthy challenge. And in this particular instance, I get the added pleasure of doing something useful for my husband.”
“Well, I appreciate the effort. Though I suspect you'd have found an excuse to investigate Broctky even if I hadn't asked.”
“Quite possibly,” she admitted without the slightest embarrassment. “But since you did ask, I'd rather make certain we're pursuing something you actually want.” Keeping hold of his hand, she indicated the final section of the report, where a heading marked Desired Outcomes sat above several possible objectives. “Raina was rather insistent on that point, as it happens.”
“That doesn't mean I want you making decisions without me.”
“Nor should you.” Rebecca drew his attention to the bottom of the report, where a section headed Desired Outcomes contained several possible objectives: compensation, professional rehabilitation, an acknowledgment of wrongdoing and space for anything else he wished to pursue. “Which is precisely why I've left this for you. I'd rather know what you actually want before deciding how best to obtain it.”
Sean considered the options. Compensation would be welcome, certainly, but he'd spent considerably more time thinking about the damage Broctky had done to his career and the possibility of preventing the man from doing the same thing to somebody else.
“Whatever we pursue, I want it based on what we can establish. I'm not interested in inventing accusations merely to hurt him.”
“I know, my love. You've spent three years collecting evidence when it would have been considerably easier to indulge in a little public speculation.” Rebecca gave his hand an affectionate squeeze. “And before you ask, Raina was quite insistent that we establish your wishes before proceeding.”
“Was she?” Sean asked, catching the suspiciously innocent expression accompanying that admission.
“Very. Although I did agree with her.”
He suspected their lawyer had been rather more emphatic than Rebecca was prepared to admit. Still, the section was blank, and despite her obvious enthusiasm for Broctky's prospective difficulties, she had left the actual objectives for him to determine. Sean drew up the spare chair and settled beside her, laying the report between them.
“Right. Let's go through it properly.”
“Gladly, my love.” Rebecca retrieved her pen and positioned the page so they could both see it, leaving him to decide where they should begin.
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