'Lucinda. This is all rather good to see you here in Boston.' The attorney had risen from behind her desk and had come to greet her friend properly, with a strong hug. 'As far as I'm concerned there's nothing adverse to report and we could have done this review by phone and fax.' She motioned for them both to sit down. 'There was absolutely no need to come all the way from Vegas.'

'Chris. It's no problem!' Lucinda and the attorney now sat in two comfortable leather armchairs separated by a low glass table, in a room that smelt and oozed the sort of fees charged in the tall towers of central Boston. 'I had to come and see a client, so I thought it would be a good idea, to do it personally and then we could all have a proper dinner and catch up on the gossip. I want to see George, anyway!'

'Would you like coffee?' Lucinda affirmed and the lawyer poured two cups, from a silver flask on the table. 'I gather from your notes that by the time we've finished this coffee, we should have sorted all the small problems that are left.'

'It's all been far too easy you know.' Lucinda handed across her original timetable, which had been augmented by two pages of notes. 'Medusa delivered the beta-test of everything a fortnight early in mid-March and all the software works much better and faster than expected. Their turnover and profits are looking somewhat higher than they forecast last November, which means we'll pay more for something that's a good deal better. We've had two of our people in the UK at their Cambridge offices for the last ten days and everything's as clean as a whistle.' She waited until Chris had read the paper before continuing. 'All I think we've got to do, is keep the dreaded professional thieves on both sides from milking the deal, go through the final integration in August and then have the party!'

***

This meeting was typical of their relationship over the years.

They had first met about twelve years previously, when Chris Bowen and her fellow-lawyer husband George had been invited to Las Vegas by a large corporate client. It was at the time of Lucinda's accident and she had been assigned as a hostess to the group by the casino. George and Chris were not great gamblers and as a diversion Lucinda had suggested that she be their guide on a tour of the Grand Canyon and the sights of the desert.

The tour had been highly successful and they had been firm friends and occasional advisers ever since.

***

The smoothness of the take-over had much to do with Chris' concept of deal management.

She had worked as a corporate lawyer for the small, but highly-respected Boston firm of Goldberg, Davidson and Smith for over thirty years. Now in her mid-fifties, she had become increasingly disillusioned, as with each take-over and merger the legal and accountancy fees seemed to increase exponentially and without good reason or any point. Everybody argued that more protection was needed, but her careful and thorough analysis showed that in the small percentage of corporate deals that did turn sour, the expensive protection was never framed correctly and was just an excuse for more litigation. Failure was nearly always down to the mixing of volatile and forceful characters, who held opposing, immovable and irreconcilable views. Only in a few extreme cases, could failure be attributed to anything approaching disception or fraud.

As with many good ideas, deal management had started with a disaster and a coincidence.

Two small and complimentary New England manufacturing companies had decided to merge and the principals on both sides had felt that a simple exchange of shares, a few board-level retirements of those who wanted to go and the right sort of announcement would suffice, as there was little duplication in their products and markets. But the lawyers and accountants had had other ideas and the questions, demands and fees had risen such that neither side was talking to the other and a sensible agreed merger was on the point of breaking down acrimoniously, into a sea of claims, writs and libels.

It was at this point that one side decided that a change of attorney might be in order and came to Goldbergs for a meeting with Chris, late on a Friday afternoon. She had listened and agreed with her visitor, that two good companies were being ruined by two sets of greedy so-called professionals. And then that night, at a dinner party, she had sat next to a woman, who proceeded to spend most of the evening telling her what crooks lawyers were.

She had found someone from the other company.

All of her disillusionment and anger rose to the surface and rules and standards notwithstanding, she spent the rest of the weekend firmly ensconced with both parties, rescuing the deal. She enjoyed it immensely, acting as mediator, hostess, judge and jury on both the deal and some of her peers and by the end of the week, there were a lot of very sore and angry people in Boston. But there were also some very happy ones, as two companies had successfully merged.

***

When the board of Zyzzx were discussing how to minimise the legal costs of the Medusa take-over it was Lucinda, who had suggested that her old friend's principles should be applied. The only reluctant party to the appointment had been Chris, as she felt that her friendship with Lucinda might get in the way, but after a meeting with Derek and Medusa's finance director in early December, she had finally been persuaded.

Gradually over the years, Chris had refined her deal management concept and now it was often just a matter of keeping parties to an original set of objectives and a timetable. With Zyzzx and Medusa, she had done very little, but perhaps more importantly neither had any of the corporate lawyers involved. Most of the guarantees, contracts and waivers were virtually standard documents, straight from legal textbooks or past experience, as there was little of any complication, except perhaps in the differences between the cultures and operating methods of the two companies. And that was much better solved by individuals, who had a vested interest in success, rather than in its prevention and the fruits of any eventual failure!

***

They finished their short meeting about five by discussing the few issues that needed to be settled before the final round of meetings and the actual signing in August.

'I don't like to say this Lucinda.' Chris was only now pouring a second cup of coffee. 'But I think this is all going too well! It looks like all we've really got to do is print the documents and then arrange the party! There's a black hole somewhere, but I'm darned if I can see it.'

'I've thought this too. But I'm being very much an optimist. Could it not be, that we have two sets of nice people, who share a lot of principles and objectives, and that all our fears are unfounded?'

'I hope you're right!' Chris paused, whilst she handed the coffee over. 'You do have one major problem though.' Lucinda knew exactly what was coming. 'What are you going to do about Russ? To put it bluntly, he's not useful to the company any more! He coud wreck the whole deal!'

***

Lucinda kept quiet as Chris ran through all the strengths and weaknesses of the company. And the failings of Russ Gilbert. She said nothing as the lawyer turned the discussion into a withering attack on the man who had built Zyzzx.

'I agree with everything you say about the company. And I also take it you don't like my boss?' Lucinda had heard Chris' views before, but had been astonished at the strength of the criticism. 'I've never seen you so angry. He didn't make his usual pass at you?' Chris was trying to suppress a smile. 'Did he?'

The lawyer was now blushing and smiling knowingly. 'The naughty part of me was flattered really, but the rest was horrified.' They laughed together. 'I must be at least fifteen years older than him. I didn't realise he was a gerontophile!'

'No! Single or married. Old or young. Beautiful or ugly. Fat or thin. Anything that might wear a skirt or is thought to have a hole between its legs, is fair game.' Lucinda's memories made her shrug. 'He's obnoxious and when he wants a specific woman he never gives up. I hope and wish that his lecherous womanising will be his downfall in the end!'

'In my opinion unless he resigns or is pushed, this will be as far as Zyzzx is ever going to get!' Chris was continuing in the same forthright tone. 'You'll find that staff will breakaway and create competing companies, with better products and even leaner support. I know it happens eventually, but he's going to hasten that process, by hacking staff off! Especially the women!'

'We all know that! And not just us girls.' She had had this conversation and others like it many times. 'But I can't see Russ going as he is still the apple of his father's eye!'

***

'Now that we've put Zyzzx to rights, I think we ought to go.' Chris had stood and was walking to open the door for her guest. 'I like the dress, by the way. It's rather different in that I know you like them short, but you usually like them tightly fitted as well. There isn't something else you have to tell Cassie's godmother!'

'Yes, I've decided to come out.' Lucinda spun to show the fullness of the short blue dress. 'The baby's due in August. You're the first other than me to know!'

Copyright 1999 by Ewart Higgins