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  Battlefield Glory’s board of directors was meeting to discuss an unsolicited purchase offer they had received.

  It was an asset purchase deal. An offer to buy only certain Battlefield Glory assets. Specifically, the gaming platform, player accounts, and its intellectual property. After CGM withdrew its offer, this was the only opportunity for the company’s management to avoid bankruptcy. However, the purchase price was substantially less than what CGM had previously offered.

  The CEO, Jim Ryan, was hoping the board would accept the offer, even though it would be a fire sale. It was the only hope to salvage his reputation and avoid being forever linked to the bankruptcy of an online gaming icon.

  He made his case to the board, “Gentlemen, I believe this is a genuine opportunity for us. Not only does this deal prevent an ugly bankruptcy, but it also allows us to extract ourselves gracefully, from a highly problematic situation.”

  A board member objected, “But Jim, this offer is only a fraction of the value of the company. The shareholders would never accept this deal.”

  He had anticipated this question. “I disagree. The accounts receivable, net of payables, would generate $11 million in cash. Combined with the purchase price, the shareholders would receive almost full value for their stock. As you know, the shareholders are always last in line in a bankruptcy. They’d be lucky to get pennies on the dollar. I think they’ll be grateful to us.”

  He turned and faced the other board members as he added an incentive that he hoped would seal the deal. “In addition, after paying off the creditors and taking care of the shareholders, there would be several million left. It would be enough to pay ourselves a nice bonus, for a job well done. Think of it as a parting gift.”

  Jim Ryan hoped he had sold it well enough to convince the board that this was their only option. Several directors were speaking amongst themselves. And although he couldn’t hear what they were saying, he was encouraged by a couple of nodding heads.

  The chairman spoke, “Jim, you’ve made a strong case for accepting this offer but I’m curious about the prospective buyers. What do we know about them?”

  Sensing that he had sold the deal, Ryan relaxed a bit. Now there would just be some follow up questions to answer before the board voted.

  He said, “Well there’s not a lot of intelligence available on these guys, and they operate under the radar. RJK Partners is registered as a private equity firm but beyond that, we know almost nothing about the individuals involved. One of the partners is scheduled to meet with us today. We could grill him a bit, but my gut tells me we should just accept the offer and get this deal done.”

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  The chairman nodded as if in agreement before asking, “I presume you’ve met with this guy and have reviewed the offer with him.”

  “That’s correct.” Ryan wondered where this might be leading.

  “There is one condition of sale in the offer letter that I found a little … puzzling. Perhaps you can explain it to me.”

  Ryan reached for his copy of the offer letter and flipped to the terms and conditions section. “Which one is that?”

  The chairman read from the letter verbatim, “The seller shall not delete, nor alter any suspended player accounts, and shall deliver to the purchaser, all suspended player accounts in their entirety.” He then asked, “Have we disclosed to the prospective buyer that we’ve had an embezzlement issue?”

  Jim Ryan had been cautioned by corporate consul that he had a duty to disclose the embezzlement problem to any prospective buyer. Failure to do so would likely result in substantial legal liability for both him and the company. It was this disclosure that had caused CGM to withdraw their offer.

  He could still feel the sting of the harsh criticism by the board, for not having resolved the problem sooner. Consequently, he answered the question carefully “Uh … yes. I have disclosed that issue to RJK. I also explained that we have successfully remediated the security breach and retained evidence in anticipation of legal action.”

  The chairman’s expression softened slightly, and then he said, “Well, that explains it. They probably want all the evidence of fraud preserved, so they can recover some of the embezzled funds through litigation.” Ryan thought the odds of recovering anything would be virtually zero. Even after an extensive investigation, they still had no clue who the perpetrators were.

  The chairman continued “Okay, if there are no other questions, I think we should vote on the RJK deal.” Ryan held his breath as the board prepared to vote.

  The secretary conducted the vote “All those in favor of accepting the RJK offer, raise your hand.”

  Every director raised their hand in favor of accepting the offer. It was unanimous. Jim Ryan finally exhaled. He felt like a huge weight had been lifted from his chest.

  As he sat, enjoying his newfound piece of mind, his assistant entered the boardroom and walked over to him. She leaned down and whispered in his ear. “The gentleman from RJK is here for his meeting. Do you want me to bring him in?”

  “That’s not necessary. I’ll come get him.” He stood and announced to the board, “Okay, the guy from RJK is here. I’m going to bring him in to meet everyone if that’s all right.” He got a thumbs up from the chairman and so followed his assistant to the lobby.

  Ryan cordially welcomed his counterpart from RJK Partners, while shaking his hand enthusiastically. “Come on Richard, follow me. The board is really looking forward to meeting you.” As they walked toward the boardroom, the CEO kept up a steady monolog, including some gratuitous flattery, to pump his guest up a bit for his meeting with the board.

  “By the way, the board just voted to accept your proposal. Congratulations, you got an amazing deal.” Ryan looked over to gage his reaction to the news but was greeted with only a lukewarm thanks.

  This guy has the personality of a cabbage, he thought. Well, it didn’t matter. Soon, he would be free from the headaches of running an online gaming company. He was almost giddy with the thought of taking a long vacation after this ordeal was over. Someplace warm, with nice beaches.

  As they entered the board room, Jim Ryan gestured towards his guest and announced … “Gentlemen, I’d like you to meet the new owner of Battlefield Glory, Richard Kowalski.”

  The End