When Jack Gantry had owned and run the group, he had held ninety per cent of the shares himself. The other ten per cent had been gifted to Joe Donn, years earlier, on the basis that they could only be sold with Jack's permission. That veto over the sale had passed to Susie through the trust.
Many things had changed since Jack had gone to the funny farm. For one there was the question of successor. The trust specified that in the event of Susie's death, its benefits and control would pass to her next of kin… other than Jack. At the time it was drawn up and signed, this had meant her hated aunt, the Lord Provost's sister, to whom she never spoke. But with Janet's birth, things had changed. The trust gave me no rights of succession; what it did was to specify that on Susie's death, her holding would pass to her children. In other words, my daughter and unborn son were heirs to a very considerable fortune.. two, if you count mine.
The other significant change was in the structure of the company itself. Quite naturally, an enormous scandal had followed the unmasking of the Lord Provost as a murderer, drug baron and overall major league criminal. It had reached a crescendo when he was packed off to the State Hospital at Carstairs, without limit of time, into the care of the Secretary of State for Scotland, and later the First Minister.
In the aftermath, the bankers and assorted creditors who had collectively invested millions in the sprawling enterprise that was the Gantry Group had, not unnaturally, collectively shit themselves. When Jack had installed Susie as chief executive, they had all gone along with it, because none of them had believed that she was actually running the show. In truth, she hadn't been, not entirely. The Lord Provost had always kept an eye on things, and offered 'advice' whenever she did something he didn't agree with. When she fired Joe as finance director, he bided his time, but when an opportunity to reinstate him came up, he had taken it.
With the great Jack gone, it was touch and go for a while; there was talk that the bankers might make Susie take a figurehead role, and force the appointment of their nominee as chief executive, but her extraordinary powers of persuasion won her a trial period. They found she could be tough too. They tried to insist on appointing new directors to the board to give them a voting majority, but she refused point blank. In the end they settled for Gillian Harvey as their sole representative.
From gathering round her like feeding dogs, it took very little time before they were eating out of Susie's hand. She took a series of strategic decisions, and put them into practice swiftly and, where necessary, ruthlessly. She identified potential weaknesses in the group Jack had built, and eliminated them. The Healthcare Division, a series of labour-intensive nursing homes through which the Lord Provost and his nasty nephew had obtained prescription drugs for sale on the streets, was the first to go. It was sold to another group, once she had cleaned up the operation by firing all the managers for failing to detect Jack's racket, or as she suspected in some cases, for turning a blind eye to it.
That, and a few shrewd sales of industrial properties, changed the cash position of the group; within a year of Jack Gantry's downfall, Susie had gone from being at the mercy of the bankers to being their mistress. She renegotiated the terms of their relationship, won herself a rolling borrowing facility that meant she didn't have to trot along to her bank manager's office to have every decision okayed, and put in place a five-year development strategy, based on sound research into future market trends, rather than on sheer guesswork, as most of her predecessor's projects had been. This is not to say that the Lord Provost was an idiot, but for sure his success was based as much on luck… and political power… as on judgement.
Her salvation of the Gantry Group won her the first of her Scottish Businesswoman of the Year awards. Her second came after she had floated the company on the Stock Exchange. After her early treatment by the bank's corporate department, Susie hadn't been entirely happy to have them funding all her future projects. So, after discussing things with Joe and Gerry Meek, she had decided to raise extra capital by going for a stock market listing. The lawyers conferred, and confirmed that this was something she could do under the terms of the trust. Her holding would simply be converted into shares in the new public company that would be created, and she would continue to control the business.
Only one third of the company would be offered to the market.
It went through without a hitch. The group was valued at sixty million pounds, and the twenty million shares on offer were snapped up. As soon as trading opened their value rose by a third; with very limited trading they had stayed at that level until the downturn in the market took them back down to par. We didn't panic when that happened, though; it still left Susie worth a right few quid.
'Well?' I repeated to Mr. Maltbie. 'What about Joe's shareholding?'
The solicitor pursed his lips. 'That's an interesting one,' he said.
'I'm sure it will revert to your offspring in due course, but it can't yet, I'm afraid. You see, technically it isn't part of the estate.'
I frowned and then I got it. 'Let me guess. They're held by a trust too.'
'Got it in one,' the solicitor murmured. 'Inheritance tax shelter. I'm surprised you didn't know that already.'
It's not easy to kick yourself effectively while you're sitting down, but I managed it nonetheless. A director of a company might be expected to be reasonably familiar with its shareholder register, and that would have told me right away. Worse, I was on the damn thing myself. Since Susie and I had been together, I had been building up a small shareholding in the company; a show of solidarity as much as anything else.
'Who set it up?' If ever there was a rhetorical question, that was it.
Joe wasn't the sort of accountant who'd have thought that sort of arrangement up for himself. He was a common sense guy, but once the beans got above the five-figure mark he had always struggled to count them. Plus, he'd never lived like a millionaire, or referred to himself as one, nor I reckoned even thought of himself in that way. No, considering the origin of the holding, there was only one answer.
'Lord Provost Gantry did,' Maltbie confirmed. 'Joe benefited from the dividend income from the shares, but he had no effective right of disposal. In addition to the chairman's right to veto any proposed sale, there is a pre- emption clause which gives Mr. Gantry first refusal.'
'And with Joe's death…?'
'With his death, the shares revert back to Mr. Gantry.'
'What, you mean they go into Susie's trust holding?'
'No, I do not. They revert directly to him.'
'But he's in the slammer,' I protested. 'He's in a maximum security mental hospital.'
'That doesn't stop him owning property' 'It doesn't stop him owning a significant shareholding in a public company?'
'No, it doesn't.' Maltbie raised his right index finger, pointing at the dull, discoloured ceiling of his office. 'But it does stop him exercising some of the rights and privileges of a shareholder. He's entitled to participate in dividends, but he can't vote himself.'
I had never thought of Jack Gantry as a legal entity; in truth I had stopped thinking of him as a human being a long time ago. As far as Susie and I were concerned he was dead; that was how we coped best with our memories. His name was never mentioned in our house; there were no photographs of him, not even in Susie's childhood albums. She had destroyed them all, as she had thrown out every memento of the time when she had held the courtesy title of Lady Provost, and had accompanied him to official functions.
'So what happens to those rights and privileges? Are they just in limbo?'
'No, that's not the case. The Criminal Procedure and the Mental Health Acts make provision for someone to be appointed to take such decisions on behalf of a detained patient. As in England, he'll be regarded as a ward of court, more or less.'
'And in the case of a barker like Jack, who would this person be? The First Minister?'
'No, that wouldn't be usual. It would normally be a lawyer or accountant. On the other hand it is possible for a person's local authority to be appointed as his guardian, if there's nobody else.'
I gasped, then bellowed with laughter. 'What? You mean that the mighty Jack Gantry's gone from exercising complete power over Glasgow City Council to being completely in its power?'
The solicitor allowed himself a thin smile. 'You find irony in that?'
'I think it's fucking hilarious actually. Jack used to scare the shit out of all the officials in the City Chambers, and most of the councillors. I'll bet some of them would enjoy getting even.'
'They wouldn't quite have that sort of licence. The Mental Welfare Commission would be down on them like a ton of bricks. But…' He paused, and the extended finger was replaced by the palm of his hand held up like a traffic cop. '… as I understand the circumstances of Mr. Gantry's case, he would be a State patient, and as such his
