BOOK EXCERPT: AUTHOR LOOKS AT THE SHAREHOLDER REVOLT, BOARDROOM DRAMA THAT LED TO MAURICE SAATCHI'S OUSTER: 'YOU ARE ABOUT TO DO SOMETHING WRONG'

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At precisely 2 p.m. on Dec. 16, 1994, the board of Saatchi & Saatchi PLC filed into the starkly decorated conference room on the sixth floor of the Whitfield Street offices. The board was accompanied into the room by a dozen attorneys and financial advisers from S.G. Warburg and the United Bank of Switzerland. One non-executive board member was missing: Robert Louis-Dreyfus. Another, Paul Girolami, was present on a speaker phone from a hotel in Rome. Maurice Saatchi, the chairman, remained in his office nearby, accompanied by his brother Charles.

Louis-Dreyfus and the Saatchis were the only three who knew precisely why the former chief executive did not attend. One week after Louis-Dreyfus told Maurice he would resign if that was Saatchi's wish, Saatchi took him up on the offer. When Louis-Dreyfus did not submit his resignation immediately, Saatchi became nervous that Louis-Dreyfus would renege. . . . Saatchi was convinced that Louis-Dreyfus would not resign, and instead would vote against him, siding with the shareholder revolt. . . .

It was Louis-Dreyfus's wicked idea to resign during the board meeting because he wanted the board to be shaken by the resignation, to be forced to think about why he was suddenly quitting. . . .

The meeting, chaired by Clive Gibson, had only one item on the agenda; that piece of business-firing Maurice Saatchi-was to some a foregone conclusion and to others a highly debatable option.

The board had to consider many angles. . . . It had the letters from Mars, British Airways and Mirror Group threatening that the high-profile and valuable accounts would be in danger if Saatchi walked the plank.

The letters proved ineffective; a majority of the non-executives thought Maurice had coerced the letters as a desperate last-minute bid to save his neck.

Several times during the marathon 81/2 hour meeting, Peter Walters left the room to provide the Saatchis with brief updates.

At any point, several board members said, Maurice could have stopped the proceedings by merely popping his head into the meeting and saying words to the effect, "I have seen the error of my ways. Let me try and speak with [David] Herro," [the partner in Saatchi & Saatchi shareholder Harris Associates who led the revolt against Saatchi]. Several board members told him to seek a rapprochement with Herro, to be prudent on expenses and to be more reasonable on salary demands. Saatchi was offend-ed. .*.*.

The board, in the end, was looking for a way out, one that spared it from making the heavy decision. But, increasingly, the walls were closing in and the options becoming fewer. . . .

From Rome, Girolami spoke up with what were rather naive questions at this point: "What exactly is the problem with Maurice? What are the accusations you have against him? This is all rubbish. You couldn't put someone on trial like this if it were a kangaroo court."

And again, the details of shareholders' complaints were plowed over: the reluctance by Saatchi to change the name of the holding company, the astronomical costs of refurbishing the brothers' Whitfield Street offices to duplicate the extravagant Berkeley Square facilities (that was a non-starter since [Chief Executive] Charlie Scott approved the bill without a complaint), the ugly press war against Scott by Saatchi and, front and center, the bonus package. . . .

Carefully, evenly, and without raising his voice much beyond a well-controlled whisper, [senior Saatchi executive Jeremy] Sinclair addressed the meeting: "You are about to do something you know is wrong. You are going to do this because if you don't, Herro will. Let me tell you. You are not responsible for other people's actions. God will only judge you on what you do, not on what Herro does. You are not his conscience. This is wrong. Do not do it. . . .

[Board member] Tom Russell replied that, contrary to the Saatchis' belief, the non-executives had no "rancor" toward the chairman. There was a way out of this lunacy where everyone could benefit. Maurice, said Russell, should present a "reasonable offer" to purchase Saatchi & Saatchi Advertising Worldwide. Others at the meeting thought Maurice truly wanted to be fired, then wreck the company from the outside, drive the share price down, and purchase Saatchi & Saatchi Advertising at a deeply depressed price. . . .

Saatchi's death knell sounded when senior representatives from Saatchi & Saatchi's two law firms, Macfarlands and White & Case, declared that, given the circumstances, the board had no choice.

Then the board began tackling the question of what to do with him. . . . Charlie Scott said Maurice could be the chairman of Saatchi & Saatchi Advertising Worldwide.

Earlier on the day of the board meeting, Scott telephoned Ed Wax, the chairman and chief executive officer of the Saatchi advertising network in New York, to feel him out about the plan. It was fine with Wax. . . .

[Outside board member] Peter Walters delivered the news to Maurice Saatchi along with other non-executive board members. "You have to go as chairman of the PLC," Walters said.

A brief discussion ensued with the board telling Saatchi that he was fired because Herro could outvote the nine-member board. Saatchi was then told his alternative to remain with the company.

Saatchi was in his office with his brother. . . . He did not want any non-competitive restrictions placed on a new contract. . . . And, he wanted his salary to be identical to Ed Wax's and [Bates Worldwide CEO] Michael Bungey's. . . .

After a few minutes, the board readily agreed to offer Saatchi a contract with no competitive restrictions. Then, it inexplicably debated the salary.

Sinclair said the board should not have agreed to Saatchi's demand of not including non-compete clauses in a new contract: "To allow a man as resourceful as Maurice to walk away with no strings, that is lethal.

"The board should have agreed to the money on the spot. Why didn't they? They were scared about how it would appear publicly." . . .

Saatchi waited for 20 minutes and when no one came back with an answer, he appeared in the doorway of the boardroom for the first time in over 10 hours. He recalled they all looked up and appeared "quite ashen."

"I'm not ready to decide," Saatchi said. "I have given my life to this company. And you're asking me to make a difficult decision after a difficult day. I can't do it. I need more time.". . .

OK, you have until Jan. 3, 1995.

At the Radisson Hotel in the Cayman Islands, where it was late in the afternoon and where David Herro had returned from diving, a message from London was waiting: "He's gone, but it's not official. Don't say anything yet." Not long afterward, the hotel's fax machine whirled to spit out the official Saatchi & Saatchi PLC press release. "I was happy it was all over," Herro said. "In a way, it was anticlimactic.". . .

On Whitfield Street, the board members and advisers to the company trickled out of the office. Jeremy Sinclair passed the boardroom and saw Charlie Scott slumped, his head in his hands. "What's the matter with you?" Sinclair asked with a tinge of resentment.

Looking up, Scott said, "I know what's ahead."

[Saatchi North America Chairman-CEO] Bill Muirhead and his wife, Jeanne, were entertaining an official from Spencer Stuart, the executive headhunting firm, as the board was tossing out Maurice Saatchi. . . . But when Muirhead strolled out of the opera, after a charming evening in a private box, [his driver] greeted him and said, "They've topped him," a Cockney expression for the poor soul who has had his head chopped off.

Muirhead and his wife were in the [car] when the phone rang. Saatchi was calling from Old Hall and sounded as if he were crying. Muirhead hardly recognized the voice of man he worked closely with for close to a quarter-century. "They've done it, they've done it," Saatchi kept repeating. "They want me to take Ed Wax's job. I can't. I can't.". . .

Then [David] Kershaw [the chairman of Saatchi & Saatchi Advertising in London], called Muirhead in the car; Kershaw was in tears. Muirhead reached Sinclair at home and they agreed to speak again Saturday morning and include Kershaw in the conversation. . . .

It was Saatchi & Saatchi's blatant ineptness in preparing for the possibility that Maurice Saatchi would try to destroy the company once he left that was so infuriating to the few savvy people in senior management. . . .

The board . . . should have formulated a specific offer for Saatchi and made him answer immediately. And it should have played hardball; after all, it had the damning details of the shareholders' complaints. . . .

The telephone at Old Hall in Sussex began ringing at 7:30 a.m. on Dec. 17 and continued all weekend. Saatchi's spirit was buoyed by what he heard: dozens of calls supporting him, telling him the company should go to hell and he should rain havoc on it.

As important, he was not crucified in the weekend press. That led Saatchi to believe that he could emerge as the persecuted victim in this sad episode and position Saatchi & Saatchi Company PLC as the hapless loser in danger of being torn apart by warring factions.

In truth, Maurice Saatchi was a man battling internal conflict. "I was quite tempted to stay," he said. "If it hadn't been for Herro, I could have been talked into it. My fear was if I accepted it, it was his aim to get me out. In six months' time, Herro would have been back, checking on my expenses, asking why I was flying the Concorde. He would have drummed up another reason to fire me." . . .

Over the weekend, Saatchi received one call in particular that logically would have been thought impossible to ignore. A senior executive from Procter & Gamble said, "I see you're considering this offer. I don't want you to be in any doubt on where Procter & Gamble stands. We'd like you to stay. If you go, there will be a civil war. This could be destructive to our business." Saatchi recalled it was a "realistic" conversation. He confessed he had no idea what he was going to do, that leaving the company entirely was a possibility. But he promised to let Procter & Gamble know his decision before it was made public.

Meanwhile, in London, Sinclair, Muirhead and Kershaw, the trio whom the press would soon dub the three amigos, met in Sinclair's office on Dec. 18. . . . As always, Sinclair began to lead the conversation. "I'm leaving the company if Maurice leaves," he said without showing any emotion. "I can't work for a company that will be run by this man Herro who can't be trusted."

Muirhead said he could not imagine working anywhere without Sinclair. "Maybe we can open our own agency," Muirhead said. . . . Kershaw did not want to be left out and vowed he would leave as well.

In the middle of the intense discussion, Maurice Saatchi, who tried to reach Sinclair at home, called the Whitfield Street office. . . . "What happens if I don't stay?" Saatchi asked. "The preferred option is that you stay," Sinclair answered. "But the three of us are thinking of setting up our own business."

"That is terribly interesting. Let me call you back."

The three instantly knew what Saatchi was doing; he was calling his brother seeking advice. He then called back and asked more questions about the plan the three were hatching. Saatchi was clearly interested in latching onto anything the three talented executives were constructing. . . .

One major stumbling block, however, was that they were each under contract, which meant they could not work for any other advertising company, or client of Saatchi & Saatchi, for a minimum of one year.

With their contracts weighing heavily on their minds, the three

. . . retained their own attorneys, Julia Palca and Jonathan Goldstein, who told them that any agreement they made with Saatchi "must be contingent on your contractual duties with Saatchi & Saatchi . . . and would be in effect when you are free to do so . . . "

By Dec. 22, the agreement between Maurice Saatchi and the three amigos was hammered out, signed and placed in escrow. It was assumed that Charlie Saatchi would resign in short order and join them. . . .

Maurice Saatchi began 1995 a very busy man. On Jan. 2, he faxed a draft of his letter of resignation from Saatchi & Saatchi Company PLC to Sinclair, Muirhead, and Kershaw. "It began to dawn on me that this is so sad," [Muirhead] said. "This is going to be a civil war with families killing one another and a lot of innocent people getting hurt." Kershaw's reaction was succinct: "Oh, Christ," he said to his wife upon receiving Saatchi's draft resignation letter, "this is for real."

Maurice Saatchi telephoned Procter & Gamble on Jan. 2 and said he would not accept the lower position his company offered. Instead, he would resign the following day. To his relief, the Procter & Gamble executive said he and the company respected Saatchi's decision. On Jan. 3, Saatchi delivered his resignation to a company that was largely on vacation. . . .

Saatchi said it was with "sadness" he would not accept the board's offer. "Saatchi & Saatchi has been taken over," he said. "No bid for the Company has been announced. No offer has been made. No premium has been paid. No shareholder vote had been taken. But, make no mistake, Saatchi & Saatchi is under new control.

"The new 'owners'-a group of shareholders owning around 30% of the shares-have found a simple, if crude, method of controlling the Company. By threatening the Directors with an Extraordinary General Meeting-at which they could outvote others-they have given the Directors their orders: 'Take your Chairman into a corner and shoot him quickly-we don't want the fuss of a public trial.' ". . .

"This enforced parting grieves me deeply. Yet I look forward to 1995 with great anticipation. Because, as we have always believed at Saatchi & Saatchi . . . Nothing is Impossible."

Excerpted from "Conflicting Accounts" by Kevin Goldman, published by Simon &

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