Fiduciary Duty by Tim Michaels Page A

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Chapter 1. The Merger
    I spent a few days with my father and stepmother in Merritt Island, Florida. I was pleased to see Little Newton and Faraday were doing well. Somehow both of them had managed to befriend my father despite his best efforts. They appear to have implemented different strategies in order to accomplish that feat. Faraday never moved much, and she would simply plop herself down on his desk first thing in the morning, staying until mid-afternoon seemingly oblivious to all of my father’s attempts to move her. Little Newton, on the other hand, would peer with big eyes from around the corner until he caught my Dad’s attention and then tiptoe up cautiously for some petting.
    My father and stepmother said I looked very well. And I did. I was physically healthy, and I had my drive again. I told them I was planning to restart my consulting business. I had done it for eight years and it involved a lot of travel so it made for a good cover with my family.
    As good as it was to see my father and stepmother, not to mention Faraday and Little Newton, I never felt quite at home visiting Merritt Island. After a few days it was time to go. I flew back to Canton. The snow had already arrived. Snow is a serious thing in Northeastern Ohio and I’ve never been fond of the white stuff. For that matter, H and Jeremy hadn’t been all that happy about snow either, or the cold that accompanied it.
    Still, I was going to need a base of operations and in general, I liked Canton. The city is big enough to contain almost anything one might need, but it doesn’t feel crowded and traffic is never a problem. It doesn’t take more than twenty minutes to get from here to there, as long as both as “here” and “there” are within city limits. Besides, I might as well stay in my own home. I was comfortable there. I called the realtor and took my house off the market. I then went on Craig’s List and picked up some furniture. I also ordered a gym-quality treadmill online.
    Once everything arrived the house still looked very empty, and felt emptier still with no other living creature in it, but I had a place to sit, a place to eat, a place to sleep, a place to jog and a place to work. I also had a big pile of mail to work through. After two hours of sorting through envelopes, I came upon a letter from Michigan and Ohio Telecom. The HR department had determined that they had overpaid my severance package and were requesting return of the overpayment. This was, by my count, the third time I had gotten the same letter.
    After everything M & O had done, I should not have been surprised. It all started with the merger. M & O had purchased a company with operations in Eastern Ohio, Pennsylvania, Virginia, West Virginia and Maryland, making it temporarily the third largest landline company in the United States and fourth largest cell phone provider. Like many other mergers, this one required regulatory approval. The company’s pitch was that the merger would make the merged company more efficient, that there were synergies to be had. Additionally, the target company owned the longest fiber backbone in the country. M & O’s vice chair was fond of going around saying we were paying for the backbone and getting the rest of the company for free.
    The benefits of the merger turned out to be three-fold. First, the CEO and top brass at M & O gave themselves raises and huge bonuses for having successfully completed the merger. Second, the CEO and top brass of the acquired company also received bonuses. Third, a lot of workers in the non-executive class in both companies were summarily fired. Not surprisingly, these benefits of the merger caused morale among the non-executive class to plummet. They also didn’t save as much money as the company had anticipated.
    Some of us had warned, vehemently, against the purchase. It had seemed a no-brainer. The acquired company had enormous debt and had almost gone bankrupt due to mismanagement a