Yet again, when they were asked, Kalyan and Sameer Nigam reaffirmed their opposition to Sachin’s nomination. It was a strange scenario. Sachin had co-founded Flipkart and had led the company as CEO for most of its existence. He had also ostensibly played the leading role in the negotiations with Walmart and Amazon. To any outsider, it would seem obvious that Kalyan and Sameer were lower than Sachin in the pecking order. It would even seem obvious that Sachin wielded more authority than them. But this wasn’t the case at all. This was Flipkart, a company that had always invented its rules. Paradoxically, it was Kalyan and Sameer who, in effect, had the power to choose their boss. They exercised that power without inhibition, and for the second time in months, Sachin’s candidature was rejected. Over the years, hundreds of people had found to their shock that titles were of little significance at Flipkart. It was now Sachin’s turn to learn this difficult truth.
IN APRIL 2018, Flipkart’s discussions with Walmart moved to the penultimate stage. Walmart’s audit of Flipkart’s financial records was nearly complete. Now Sachin made another attempt to revive the engagement with Amazon, at the prompting of Masa Son. The two companies restarted their parley in haste. Sachin was confident that his chances of becoming CEO were high if Amazon bought Flipkart. He believed that he had established a cordial rapport with Bezos, who saw Sachin as a visionary entrepreneur in his own image. Even publicly, Amazon’s previous antagonism towards Flipkart seemed to have ebbed. In a newspaper interview published that month, Amit Agarwal called the Bansals ‘missionary entrepreneurs’.9
But the biggest obstacle remained: Lee’s concerns about antitrust action against the proposed merger. By the middle of April, Flipkart had made its decision, bringing an end to the protracted auction. Lee had persuaded the other Flipkart investors to reject the Amazon proposal in favour of Walmart. A fellow Flipkart shareholder who was ambivalent about the choice, expressed his admiration at Lee’s ability to ‘win friends and influence people’. There was a hint of resentment. By now, Lee had also decided to retain a small holding in Flipkart. If Walmart ever took Flipkart public, the thought of being in the audience was too painful – this was his career’s most significant work.
In the third week of April, Lee and the Flipkart team were scheduled to visit Bentonville for one last round of talks to finalize the sale. Until now, there had been no major hiccups. There was no reason to believe that this meeting wouldn’t go well.
A few hours before the Flipkart team was to arrive, Sachin landed in Bentonville by himself. It was his final chance to make his case. He had decided to meet with Doug McMillon and Greg Penner to convince them that it was in Walmart’s best interests to allow him considerable leeway in running Flipkart. Though the Flipkart board had rejected his candidature, Sachin believed they had no authority to decide his future. Flipkart’s takeover was imminent; surely Walmart, in its capacity as the new owner, would want to have the final word on crucial matters such as this. After Sachin’s meeting with Doug and Greg, the respective teams were left to put together a final transaction agreement.
Sachin told the Walmart officials that he wanted contractual guarantees about his role at Flipkart. He insisted on one particular right: the privilege to appoint the CEOs of Flipkart, Myntra and PhonePe. It wasn’t that Sachin wanted to make any changes right now. But he believed he should certainly have the right to do so in the future. He had no doubt his demands were righteous. Not only had he founded and nurtured Flipkart, by doubling his ownership in the company he was proving his commitment to stay the course. There was no other individual who had more at stake. He was also the company’s executive chairman – if the position had any real meaning, he certainly deserved this right. Though Sachin had accepted that he lacked the support of the Flipkart team to become CEO at the moment, he believed that it was natural for him, as co-founder and chairman, to inherit this right from Binny, who was on his way out. In addition, Sachin asked for superior voting rights to be given to minority shareholders in the matters of strategy and related-party transactions. These rights would ensure that Walmart held lesser voting power than its numerical ownership represented. Given that Doug McMillon had seemed willing to let Sachin have the freedom to run Flipkart, Sachin was sure he could obtain these rights.
When Sachin expressed his demands, the Walmart officials were startled. These details hadn’t been part of the negotiations so far. They now referred the matter to Lee, Binny and the rest of the Flipkart team.
The Flipkart officials were furious that Sachin had inserted new demands at this juncture when all that was leftto do was for the two companies to sign the agreement. They had even planned a celebratory dinner that night in anticipation of consummating the prolonged affair. Lee believed that Sachin’s demands could wreck the sale that had been so painstakingly put together over the past seven months. He was convinced that neither Walmart nor the Flipkart team was going to yield so much ground to Sachin. With victory so close, the great escape within his grasp, Lee sprang into action. He wouldn’t let anything ruin this buyout, even if it meant having to throw Sachin out of Flipkart. It would eventually have to be done in any case, as it was crucial that Kalyan continued to run the company. Lee was certain that only Kalyan could
