Publish and Die

By DAVID PHILLIPS

Ella married into the magazine publishing empire, but she wanted to control it. There were no limits to the methods she would adopt to achieve her goal. 

Would she kill to achieve her objective?

• Language: English
• Publisher: DavidRPhillips
• Release date: Nov 14, 2018
• ISBN: 9781386855064

DAVID PHILLIPS

David Phillips, FCPA (ret.) is in his mid-seventies and lives just out of Melbourne, Australia. He began writing in his early seventies and found an enjoyment in putting ideas together with research to come up with stories, often linked to historical events of interest. He finds writing a labour of love and spends time at the keyboard every day.

Book preview

1 The Board

Ella Flynn grabbed her husband’s right arm as he turned away.

Now you listen to me, Bruce. You back me up in there today. Never mind sitting there and letting your father and the other directors have their say. If anyone disagrees with anything I say you had better jump in and back me up. I want this company, understand. I mean to get control. Your father is near the end of his days and I don’t want anyone else running this business. I am the one who can keep it safe for the family, our family, not some conglomerate group or a bunch of retired bankers and lawyers.

Bruce Angus tried to be a hard-nosed businessman, but it was not in his make-up. His father coached him, prodded him, cajoled him from childhood but Bruce could not become his father’s creation. He might be considered weak by others, but he knew he was a good man. When Ella insisted on keeping her own name he had not fought her despite strong urgings from the family. He decided it was not worth the argument.

All right, Ella. I will do the best I can, if needed, at the board meeting.

Be sure you do. A husband should support his wife.

Bruce nodded in agreement, hoping it would not be necessary for him to honour his commitment.

*

Warren Angus stood at the head of the board-room table and surveyed the room. It was a far cry from the humble beginnings in a shared office of a friend’s clothing factory on the fringe of the city to the fifteenth floor of one of the finest buildings in the city of Melbourne. He was of medium height and trim of figure, greying hair cut short on a tanned face featuring a firmness of chin and light blue eyes.

He admired the conference room with its beige and brown shades, the twenty feet of polished teak of the conference table, the teak and stainless-steel bar facility and the array of modern communication features on the IT wall. It was all a result of many years of dedication to build a few small suburban news sheets and a struggling magazine publication into MPI Magazines Pty. Limited, a significant player in the magazine publishing industry.

Warren wore a worried frown. His medical advisors were concerned that his heart was no longer the strongest part of him. They urged him to retire at once and leave the worries of the business to others, including his family and employees. Alternatively, they suggested he sell the business to one of the competitors who had made approaches in the past. He worried about what would happen to the company when he stepped down.

*

The conference room at MPI Magazines Pty. Ltd. came alive as the members of the board filed in for the monthly review meeting. Warren Angus, the founder, owner and Chairman of the Board, already seated at the head of the table, waited as each member took their seat, adjusted the papers before them and found space for those they had brought with them. When all had settled, he spoke in a quiet, friendly, tone.

Welcome all to the meeting. There are important matters on the agenda and we will welcome your reports and your input as always. You all have the notes to the agenda. Is there anything from the minutes of our previous meeting that requires further discussion before we proceed?

There were shakes of the head around the table.

Fine. The meeting accepts the minutes as read. Ella, please present the financial and administrative report.

Ella Flynn shuffled a few sheets before beginning her report. She was a small, slim, dark-featured woman who oozed energy in every action and in the dark brown eyes that took in each member around the table before she spoke to her report.

You all have the full report in the notes attached to the Notice of Meeting and I will highlight the detail I feel is important for us to consider.

As she proceeded with her report, Warren watched her as he assessed her loyalties. Her dedication to her role in the company might also lead to problems. He was not well. If he could not continue, would she do all in her power to achieve control of the business? He knew the answer. Ella wanted it all. How far would she go to ensure that she had it all? It troubled him because there were others who would be hurt if she trampled over them to take the prize.

Ella married his son, Bruce Angus, but refused to change her name. This evidenced the single-mindedness of the woman and suggested that her striving to achieve control of the company would be likely to follow the pattern set in the pre-nuptial discussions. As the Finance Director, she would have strong support from the bankers and suppliers to the company, having demonstrated a brilliant mind and a sound understanding of the needs of the business during the past five years of trading.

Warren believed a publishing company had to be growing to remain alive and vibrant and competitive. It needed to be attracting new and exciting contributors to its output and it worried him that Ella would only focus on the net figures in her reports and that growth would be restricted under her governorship.

He noted that all present were looking at him and realised that Ella had completed her report. He had read the detail before the meeting, and he trusted her to handle the finances of the company. He did not need to focus on the figures these days.

Thank you, Ella. We are operating efficiently this year and the profit result is excellent. Hartley, we would now like to hear the marketing and operations report.

Warren knew the detail of the report being given the board by Hartley Rogers, a marketing genius in Warren’s opinion and a major reason for his concerns as to the future of the company when he was no longer the boss. Hartley grew the business. Hartley took calculated risks to build new partnerships, find new talent and create new publications. This was how the business grew from its humble beginnings and this was the way the business must be managed.

Hartley exuded confidence and his blond-haired, blue-eyed handsome appearance shielded many from his talent and persistence. He was an incentive-based employee, outside the family lines of inheritance and major shareholding. Ella was not inclined to value his contribution sufficiently to realise his critical importance. He would leave the company if Ella had full control.

Warren broke away from his reverie as Hartley came to a section of his report that would be likely to raise interest and concern round the table.

I met with Roger Newman of HKP Magazines while in Hong Kong. They produce two of the magazines in our stable and are a major world-wide publisher. They are looking to expand across the globe, with an interest in Britain and Australia. He hinted at the opportunity of a merger or an acquisition. I passed on both suggestions, letting him know we are also in expansion mode. He asked me to advise the board that HKP would always be there with a high level of interest in our individual magazines and in our business.

As he completed his report, Ella was eager to be heard. Warren gave the opportunity.

Are there questions? Ella, you have the floor.

Hartley, I don’t consider that expansion is our prime business objective. We must be careful to preserve the profitable, well-oiled structure we have in place. And we do not want to encourage outsiders to consider bidding for our company. What were you thinking?

I understand your points, Ella, but it never hurts to know what others, including the opposition, are thinking. And controlled expansion is essential to our business model.

I don’t see that. Preservation of profit is the number one aim of any business plan.

Let me assure the board that all care is taken at every stage of discussion when an opportunity arises. We are currently discussing a deal with a company in England prepared to sell one of its subsidiary publishers. We treat every discussion with great care and respect and give nothing away. There is no outcome at this stage and so we have not placed it on the agenda.

Ella was not about to leave the matter.

I am opposed to willy-nilly expansion and you are talking about Hong Kong and England and it makes no sense. We should stay in the markets we know, and I will block any such expansion if I am able.

Hartley bristled.

If you would fight against a perfectly sound proposal that grew the company’s influence and profits then you do not have the interests of the company as your first motivation.

How dare you! I care more for this company than any other member of this board.

No, Hartley responded, you care more than any of us as to your position and your role in the company and the way you see the future of the business.

You people talk of growth, but with growth comes risk. I will be against risk every time.

Ella, it is my job to find new titles, new people who can add value to our company, and that is what I will be doing, despite your ill-will and lack of understanding.

Warren saw the opportunity to intervene.

Ella, this business would not be here today if there had not been a commitment to controlled expansion. Profit is important, but it will not secure the future.

Bruce squirmed, then spoke.

Yes, father, but expansion involves risk, and survival depends on continuation of profitability.

A look of surprise appeared on Ella’s face. Bruce had not only backed her but had made the point with assurance.

Warren also showed surprise at Bruce’s involvement in the discussion

You are right, Bruce, but we must all remember it was expansion that built the company.

Horace White emitted a light cough as he leant forward to join the discussion. He was white-haired, pale, bespectacled and a senior partner of White, Standing and Hays, a corporate law firm in the middle ranks of the Melbourne legal scene.

I can support Warren. I have been with him since our junior rugby days. As you all know, we met on a rainy winter’s night on a St. Kilda pitch and we hit it off right away. Anyway, the business struggled in the early years, but Warren always wanted new publications, whether by start-up or by acquisition. You all know the story. We would still be in that draughty shirt factory if he passed on every opportunity. He took risks, but he did his research before he made his final move. That’s how a business grows. I’ve seen it over the many years as a bystander and as a confidant.

Ella’s face showed impatience and annoyance at the comments by the ageing solicitor, but she refrained from responding. She would get rid of him and the bloody merchant banker as soon as the company came under her control.

Warren saw the look and decided to add a little fuel to the fire.

Sam, you’ve seen it along with Horace and me. Do you have a comment?

Yes, I do. It seems easy to the follow-up generations to maintain what is a successful operation. Sales, direct costs, marketing and admin under control, a nice profit, so why rock the boat? But, in ten years without building the company, it will be back where it was in the beginning, in a cheaply rented or borrowed office with few valuable employees. Or it will be taken over by an aggressor. It happens time after time. Risk aversion will kill a business whereas risk evaluation will ensure it can grow safely.

Ella’s face was red; it looked as though she might explode. Bruce was shifting in his seat, praying that Ella would keep her thoughts to herself.

Warren knew it was time to save the situation.

Right. There are no more reports. Thank you all for your attendance and your contributions. I declare the meeting closed.

Ella glowered at Warren as she left the room with the reports jammed under her right armpit. He had steered the meeting toward a policy of continued expansion within responsible guide-lines and, in doing so, had arranged to have her viewpoint weakened.

When he was again alone in this room that meant so much to him, he strolled across to the windows with an easterly aspect and raised the blinds. He looked out across the eastern suburbs to the beautiful Dandenong Ranges, grey shaded by a slightly purple-tinged blue then to his left at the distant mountain range, the You Yangs, shrouded in pale blue. He loved the view from these windows. Apart from the sheer grand beauty of it there was the gratification of achievement, enabling him to have earned the right to stand here and behold it in his own space and time.

My time may be running out and there are things that must be resolved but, for now, I have this view. The thought comforted him.

*

2 Behind Closed Doors

Ella waited impatiently for her legal advisor and key strategist, Geoffrey Sykes, to arrive in response to her urgent summons. She glared at Bruce with no reason other than her anger following the board meeting and her eagerness to get into detail with her advisors.

He leaned toward her.

I’m sorry I was not more helpful today, Ella.

No, Bruce, you did fine. I thought you chimed in right on time. Warren set me up today, the cunning old bastard, and there was little else I could do to stop the theme he wanted for the meeting.

Tony Cranwell sat away from her direct eye line, sipping a coffee and wondering whether he was wise to be in Ella Flynn’s camp in a contest of wills with Warren Angus. He noted Bruce Angus’s unease in his awareness of the tension ahead of the meeting about to begin. As the first such meeting the husband had attended it will, no doubt, surprise him.

Geoff White bustled in to the room, nodded to Tony and Bruce before turning to Ella.

I got here as fast as I could, Ella. There were a few items I had to deal with.

Ella had no time for excuses.

Yes, yes, let’s get started. I want to advance our previous discussions at a new level and pace.

White turned toward his seat around the table and shook hands with Tony and Bruce with a short ‘how are you’ in line with Ella’s urgency. He pulled a file from his brief case, sat down and was ready for the meeting to proceed.

I was smashed down this morning at the board meeting by a combined effort from Warren’s team. The theme of the meeting was ‘make Ella Flynn understand that this company survives on growth.’ Hartley opened in his report and then Warren and his two ageing advisors each chimed in with the predictable historical references to the hard times and the fact that growth brought the business to where it is now. I have no argument with that. In the future, however, we may risk much to achieve little and I want to preserve what we have. And, as you know, I want to control the company when Warren is gone. That is what we are here to discuss.

Geoff came straight to the key point.

Ella, have you been able to gain any insight into the disposition of Warren’s assets when he dies? Has he discussed the will with you? That is the important thing we need to know.

No, he has not and will not discuss his will and it is essential we find out what he has planned. However, in the meantime, we must now build on our plans to take over the company.

Bruce straightened in his seat.

A takeover, Ella? What do you mean, buy the business out from under father?

He’s not my father, Bruce, and yes, buy him out.

But the company’s worth millions. Where the hell would the funds come from?

That is what we are here to discuss, Bruce.

Ella, you’d be selling us out.

Not us, Bruce, them.

But, it’s my family.

Bruce, understand this, you are my family now.

He slunk into his seat, chastened and hurt.

Let us get on with it. Geoff, you have been negotiating with backers. Are there serious investors who would be interested and would they back me in with a controlling interest?

Not the last bit, Ella. The funding is available, but the investors will only offer a ten percent stake, plus whatever you could raise from outside the consortium.

Damn it! That’s not anywhere near what I must have. I need to control the business. Otherwise, it will fail. I’m worth much more than ten percent, far more.

I agree with you, but the money men think any more is too much.

Ella turned.

What are you thinking, Tony? Am I asking too much?

No, but that’s a standard offer. You can raise it if the proposal gets close to reality, but not above twenty percent, on my estimate.

We need to find other investors. I reckon Bruce and I would have at least a twenty percent share in the business in Warren’s will. A twenty percent share from an offer of funding would give us no advantage. There has to be a way to find out the details of the will or another way to fund a new ownership of the company.

Ella, if Warren will not disclose the provisions of the will there is no legal way of knowing his intentions.

Which leaves illegal.

It slipped from Ella’s lips even as she tried to stop it. There was an embarrassed silence in the room. Bruce appeared angry but kept his mouth shut. The two professional men studied the papers before them in stony silence. The moments ticked by.

I will join with Bruce and speak again with Warren in the matter of the wills. I would appreciate any further progress either of you can make in raising my chances of buying the company and achieving control. I don’t think there is anything else to discuss.

She packed up the papers before her. The others followed suit, said their good byes and left her office.

Ella sat there, brooding.

Damn it. Damn it to hell. She slammed her hand on the stack of papers.

*

Bruce walked straight from Ella’s office to his car. There was a bar where the people knew Bruce and accepted him. He was not a heavy drinker, but he liked a social atmosphere when he imbibed, and Ruby’s Bar-Room was his favourite place in town.

As he walked in he was greeted with friendly waves from the ladies he knew by name or by sight, and a waitress placed a gin and tonic before him as he sat in one of the small cubicles and loosened his tie.

*

Jim Walsh was a regular at the Angus dining table. Jim was sixty-seven years, white-haired, blue-eyed and a life-long friend of William Angus. He and his wife Lorna had been devoted friends of Warren and Florence Angus for forty years until Lorna was taken