A Point of View


The guard at the plant gate saluted casually and stepped back into his sentry box. Splashing through puddles, I drove around to the rear of the brick administration building, a vast turreted and gingerbreaded overpoweringly ugly but somehow also beautiful monument to Victorian industry and optimism. I parked the muddy little Mercedes in the slot reserved for a vice-president I knew to be in California, and sprinted through the warm summer rain to the door marked "No Admission-Senior Executives Only."

"Morning, Mr. Anders," said the ancient blue-coated elevator operator as he closed the grille. "Mr. Boyle and the other lawyers was asking for you." With tremendous straining and clanking, we inched our way up to the fourth floor, where he let me out.

As always, the annual meeting of the stockholders of the Boatwright Corporation was being held in the big boardroom. In this day and age, most public companies with thousands of stockholders at least pretend that something important will happen at their annual meetings, and so they hold them in hotel ballrooms or movie theatres or even circus tents. But not Boatwright; in this as in everything else, Boatwright does it "the way we've always done it."

The boardroom is really quite impressive. It extends along the whole west side of the administration building and from the tall casement windows you can see the entire manufacturing complex: the assembly buildings, the diesel plant, the glass-roofed machine shops, the parts warehouses-all brick and all washed now by the rain-and beyond the walls the endless blocks of identical row houses which were originally built for the workers. At the end of the room, on the north wall, hangs the full-length Eakins portrait of the Founder, Francis Boatwright (1835-1903) the extraordinary little Lancashire mechanic who emigrated to Philadelphia in 1854, took a job with M. W. Baldwin, designed locomotives that outperformed everything on the tracks, caught the eye of some shrewd Quaker bankers, married the daughter of one, and opened his own shop just in time to sell his tough little "Black Beauties" to the war-strained railroads as fast as he could build them. My wife's great-grandfather.

On the oak-paneled east wall are pictures of the other officers including Francis Boatwright, Jr. (1870-1950), that truly happy man who fell in love with railroads as a little boy, apparently before he discovered that he would inherit a booming locomotive factory. The glass cases along the length of that wall contain his magnificent collection of model railroad trains, some built right here in the plant and the rest gathered over nearly eighty years from all over the world. (At a board meeting some years ago a cynical director was heard to suggest that Mr. Boatwright's collection was the only asset on the premises that had appreciated in value.)

It was nearly twelve now, and the room was beginning to fill with the usual cast of characters: old ladies with inherited shares, who look forward to this event as a sentimental occasion, an entertainment; people from the banks downtown, whose trust departments still hold large blocks of stock; directors who feel they ought to show up and officers who know that they must; a few brokers and analysts from Philadelphia investment houses; even fewer from New York; two poker-faced men from the accounting firm; and what seemed to me an unnecessary number of lawyers -all from my own firm, Conyers & Dean, general counsel to the Boatwright Corporation since the days of the Founder.

Of course Ellsworth Boyle, our managing partner, had to be there. Traditionally the Conyers & Dean lawyer on the Board serves as master of ceremonies, introduces the president, makes parliamentary decisions, and fields any unexpected questions from the floor.

My function was to shake hands and vote the family's stock for which I carried a dozen special proxies from: "Caroline Boatwright Anders"; "Caroline Boatwright Anders and Marion Boatwright Jones, Trustees u/d/t Francis Boatwright III dtd May 11, 1960"; "Ethel Warren Boatwright"; "George Frederick Boatwright as Custodian for George Frederick Boatwright, Jr., Grace Ryan Boatwright, Mary Chace Boatwright and William Cunningham Boatwright under Penna. Uniform Gifts to Minors Act"; "Harriet Boatwright Wheelock"; "Harriet Boatwright Wheelock, Executrix under Will of Alfred C. B. Wheelock III"; "Cynthia Boatwright Helmstrom" and so forth and so on. Of course they could have sent their proxies in like everybody else, but that wouldn't have been any fun. What's the use of being a Boatwright if you're going to do things like everybody else? Graham is a lawyer, Graham is with Conyers & Dean, and this stock has always been voted by someone from Conyers & Dean. Before Graham came along Mr. Boyle always did it, and before that it was Graham's grandfather, and before that it was old Mr. Minto. ...

I said good morning to the clerks at the table, gave my proxies to Ben Butler, one of our young lawyers, and signed the ballots he had already prepared for me. The Boatwright stock now being safely voted for the management slate, I went on into the room.

At the far end Ellsworth Boyle was busily at work, shaking hands with directors who were congregating at that end of the room, trying to concentrate on something being whispered into his ear by Boatwright's secretary - a jittery old man whose not very-important affairs are always in a state of crisis-and glancing at his watch to see if it was time to start Even from that distance I could feel the energy and confidence radiating from this barrelshaped figure, but when they left him alone for a moment and the red face was in repose, he suddenly looked old and tired. Then he saw me approaching and I got the famous smile and even a wink.

I did not get very far toward that end of the room, however. A hand at my elbow stopped me.

"Say, Graham, could I speak to you a minute?" Tommy Sharp's blazing blue eyes were only inches from mine. Why do some people have to get so close? I let him guide me over to the windows.

At twenty-nine or so, Tommy Sharp is still an "associate" at Conyers & Dean, which means he is an employee of the firm instead of a partner, but that condition will inevitably change soon. In an office full of ambitious young men, Tommy is the most ravenously ambitious in my experience. He not only works nights all the time (they all do that) but he sends a constant stream of memos around the office, pointing up interesting new court decisions or business events; at office social functions he and his wife go to conspicuous lengths making the wives of younger men -younger than he- feel at home; the moment he has finished working on a case he sends the partner in charge a memorandum giving his hours spent multiplied by his hourly rate; and he sees to it that he is included at every single conference or meeting where clients are present. Clients are of course the most important -indeed essential- equipment to any law firm. Some lawyers become so engrossed in their technical problems that they forget this fact of life, but Tommy Sharp doesn't forget it for a moment.

It ill behooves me of all people to mock ambition in a young man, because anyone will tell you that I didn't need to be ambitious; I had All the Advantages. Nevertheless Tommy Sharp makes me nervous.

"Graham, did you know that Boyle was going to turn out this many guys from the office? I mean, don't you think it looks like we've got something to be scared of, that we're scared of Fleischer? I mean sure, you and Boyle and me, but did he have to bring Butler? And those two boys from the litigation department?"

I took a deep breath, restrained myself, and tried to sort all pinpricks into a logical sequence. There is no point in snapping at him, but:

1. I do not like a younger man who is not a member of the firm to call my revered senior partner "Boyle."

2. What does he mean did I know? I should have known, and if I had known I should have prevented the turnout?

3. Sure, you and Boyle and me but not Butler? Meaning Tommy could be checking the proxies, Tommy usually works for me on Boatwright matters whereas Butler belongs to Patrick Forrester, another partner. I wish Butler could work for me and Tommy could work for Forrester, but that's not the way it is, indicating that Forrester is more important than I am? Well, he's older.

4. (Now we're getting near the heart of things.) It looks like we're scared of Fleischer? The unfortunate fact is we are scared of Fleischer, and Boyle packed the meeting with our men to make sure that nothing happens.

5. (Finally we reach the core.) Tommy is perfectly right. It was a mistake, it does look funny, and if by some chance Fleischer really has enough votes to elect a director or force adoption of the resolutions he submitted to the stockholders, then all eighty-five partners and associates of Conyers & Dean with arms locked couldn't stop him - and if Boyle had asked me I would have reminded him.

I know that all this takes a while to read but it only took two seconds to think. That was too long for Tommy Sharp, though.

"Don't you think so, Graham? I mean, I could have checked the proxies just as well-?"

"I think the pirate crew is coming aboard," I said, my eyes on the doorway, and Tommy turned around too. Boris Fleischer's envoys had arrived and were exhibiting their proxies and other credentials to Ben Butler. Of course Fleischer himself never comes to meetings -in fact, unlike most raiders and other similar financial sharks, he lives in seclusion, is never photographed, and hires experts to keep his name out of the papers- but there was no mistaking his team: two lawyers from New York, highly intelligent-looking young men with sleek black hair and suntans, wearing spectacles with heavy black rims, somewhat Italianate suits, and gold wristwatches big as oysters; an expensively coiffed secretary wearing sunglasses and carrying a stenotype machine; and in the rear, Gerald F. O'Bannion, Esq., representing Fleischer's Philadelphia counsel the Messrs. (who else?) Shoemaker & Levy.

I don't know why people like Fleischer inevitably pick the Shoemaker firm, but they do, and their partners have chips on their shoulders about it. I know, for example, that Gerry O'Bannion - Notre Dame, Harvard Law School, five years in the Department of Justice, an excellent legal mind in the body of a truckdriver- is sick and tired of being patronized by people who make far less money than he does, and for that reason I turned away from Tommy Sharp and walked quickly toward him.

"Good morning, Gerry, it's very good to see you."

"Morning, Graham, how are ya? I'd like you to meet these gentlemen-" He introduced the New York lawyers and I shook hands. Ben Butler handed me the proxies they had presented but I only glanced at them. They were obviously okay: something less than a million shares, various blocks collected in New York and Cleveland and St. Louis and a big block registered in the name of International Pipe Corporation, the company Boris Fleischer uses to finance his deals. All of these shares were being voted in favor of a place on the Board for one of the New York lawyers and for the resolutions Fleischer had submitted, but I saw that they didn't have enough votes to accomplish anything, and as I handed the papers back to Butler, O'Bannion read my mind.

"Just carrying out orders, Graham. just came to ask a few questions. No funny business, honest." He put down his briefcase and lit a cigarette. His hands were shaking. I'm just as glad I don't work for Governor Shoemaker, I thought.

"Rather expensive team to ask a few questions", I said.

O'Bannion just shrugged. "Ours is not to reason why ..." He turned around and sat down with his people.

"Ladies and gentlemen, may I have your attention please!" Ellsworth Boyle's voice quieted the room.

Preface, next chapter



1961 - A Point of View
>[1] The annual meeting of the stockholders of the Boatwright Corporation
[2] What are you going to do about Boatwright and what are you going to do about yourself?
[3] Have we learned anything this evening, Doctor?
[4] Producing results?
[5] Alexander's Feast
[6] How'd you like to go over to Salzburg for a month with me?

1947 - An Island
[7] You're not going to Berlin. You're staying here.
[8] All right, we're the Military Government.
[9] The Americans are teaching us to be democratic instead of fascistic.
[10] Well, this is Fasching.
[11] Letters after Ash Wednesday
[12] Say Boris is at Schloss Fyrmian.
[13] THE AMERICAN ACADEMY IN EUROPE - Prospectus for the First Session
[14] Learn to think of people as individuals.
[15] Parlez-moi d'amour, redites-moi des choses tendres.
[16] Not one thing left to show that you've ever been on earth? - "Sources of Soviet Conduct"
[17] A Countess, a Prussian Officer and a Ländler
[18] Now this part of your life is over and I'm sending you home.
[19] A father who's too busy to watch his son die. - The Spring of 1961
[20] I cannot sell Schloss Fyrmian to the Academy.

1961 - A Change of Air
[21] The first thing I saw was the Festung Hohensalzburg far in the distance, silhouetted against the shadowy curtain of the high mountains.
[22] Next day at the Academy we got to work - Graham, you know what Fleischer did?
[23] Im weißen Rößl am Wolfgangsee
[24] Brockaw writing a thesis on Austrian baroque architecture? - Boatwright Corporation and Boris Fleischer, plaintiffs
[25] You know there a Mr. Devereaux? Mr. Armistead Devereaux?
[26] I think always of Peter Devereaux.
[27] It sounds like an act of desperation, and it won't hold up in court.
[28] In those Oklahoma Hills WHERE AH WAS BOW-AHHHN!
[29] ... that we should meet again like this . . . I think perhaps there is a reason.
[30] "Is there here an American by name of Brockaw?"
[31] This is Boris Fleischer!
[32] "Does Hans work for Gehlen?" Paola shook her head. "More the other way around."
[33] Won't you please come home? Everybody needs you, I most of all.
[34] With this Waffenstillstand you have time now.
[35] You're going to regret this for the rest of your life!
[36] We Europeans would not do it. None of us. - People think you need medical attention.
[37] Will they trust you?
[38] Some things about the U.S.A. are perhaps rather important, and to us impressive.
[39] You're going to need a good lawyer.

version: March 2, 2004
Address of this Page
Arthur R.G. Solmssen, Joachim Gruber