Paternity

[PrivateTim]

Robbie, like everybody else, is the sum of his experiences. What he went through with his mother, Neil, Carter and Brad all have roles, but so did his time at Princeton, his job in Hollywood, the general zeitgeist of the industry, what he has gone through with his kids....  they all make up who he is. On balance Stef has been pretty darn good to him personally and professionally.

 

Robbie's character is a bit overboard right now, but he'll come around. Maybe his assistant quitting to go to work for Harvey Weinstein (that is a funnier comment than you know) because she was so appalled that Will was banned from the building would cause the nickel to drop.

[B1ue]

I don't have much to say that hasn't been covered by others, and more eloquently than I can do so.

 

I will point out that JP and Stef's willingness to work with Robbie, such as they are, is a good sign. No one in this family, except Wade, quite has a handle on compromise or half-measures. If they were really, truly pissed off at Robbie, they'd be even more polite, and simply blow up his car (with him in it, needless to say). They aren't there yet. Even Stef's threat to put Will on the board of Anders-Hayes is a way to wake Robbie up. After all, what could Will do that Stef wouln't enjoy inflicting on Robbie himself, except force him to deal with his own shit?

[Mark Arbour]

To be honest, Stef hasn't treated Robbie well since Man in Motion. He fully knows Robbie's troubled past, and how traumatized he was before getting under Neil's yoke, but even though he was the one to warn Brad and just how manipulative fisting could be, he basically just blamed Robbie for not being strong enough to overcome his past abuses.  To a degree, so did Brad. I kind of think, probably unconsciously, Robbie reminds Stef too much of Jeff, and has merely transferred his anger (and Jeff's sins) to Robbie. I mean, I would have thought him sympathetic in regards to Neil considering that he himself was similarly used by Jeff after the whole France event. Instead, he just seemed derisive and every 'mistake' made by Robbie brings his wrath. Stef is clearly bearing some sort of grudge, whether he knows it or not.

 

I think that Stef treats Robbie like a son-in-law.  He loves him, but finds him irritating in a few ways.  I think the things that bother Stef the most are Robbie's whining, his stubbornness, and his willingness to wallow in his issues and not face his problems.  I think that Stef buttresses himself against losing his cool in the face of these irritants by teasing Robbie, but I can't see where that is abusive.  

[centexhairysub]

I think that Stef treats Robbie like a son-in-law.  He loves him, but finds him irritating in a few ways.  I think the things that bother Stef the most are Robbie's whining, his stubbornness, and his willingness to wallow in his issues and not face his problems.  I think that Stef buttresses himself against losing his cool in the face of these irritants by teasing Robbie, but I can't see where that is abusive.  

 

As someone that deals with those suffering emotional abuse, as well as physical and sexual; I can tell you that teasing can often be perceived to be a form of emotional abuse.  I have stated several times in this forum that both Brad and to a lesser extent Stef have both been guilty of abusing Robbie.  Someone being teased for years about their weight/being fat, sexual practices, and other issues can be beat down and really suffer significant emotional damage from the teasing.  Often the person doing the teasing does not understand the damage they are causing, but this isn't always true; some people use teasing as a weapon that can be just as damaging as a fist.  It is how the person being teased perceives the teasing not the meaning of the person doing the teasing that determines if it reaches the level of abuse.

[Mark Arbour]

As someone that deals with those suffering emotional abuse, as well as physical and sexual; I can tell you that teasing can often be perceived to be a form of emotional abuse.  I have stated several times in this forum that both Brad and to a lesser extent Stef have both been guilty of abusing Robbie.  Someone being teased for years about their weight/being fat, sexual practices, and other issues can be beat down and really suffer significant emotional damage from the teasing.  Often the person doing the teasing does not understand the damage they are causing, but this isn't always true; some people use teasing as a weapon that can be just as damaging as a fist.  It is how the person being teased perceives the teasing not the meaning of the person doing the teasing that determines if it reaches the level of abuse.

I understand where you're coming from, but I doubt that's the case with Robbie. They tease him for being fat, when he's not, and Brad especially has pointed out frequently how awesome Robbie's body is. Notice that they don't give him shit about his receding hairline, which really is an issue for him.

 

I would caution against being overly sensitive where Robbie is concerned. Teasing in a good-natured way (which is how Steve, Brad, et al have handled his weight and sex) is a common way of acknowledging and accepting differences especially in the locker room. For Robbie, it is probably just so much banter. You can't play football throughout your youth (through college!) and not have that as part of your world

[methodwriter85]

I didn't have a lot of guy friends until I was a junior in high school, and one thing I had to learn the hard way is that guys tend to make fun of their friends. A lot. It took me until I was a freshman in college before I got used to banter.

[MJ85]

From the chapter:

 

“This much is true,” Stef said.  “You comported yourself quite well in there, and asked very good questions.” 

        “Thanks,” I said, even though I had the feeling that I was nothing more than a pawn in this whole exchange.

 

Oh yes. I'd be very hard-pressed to not believe that Stef's goal was in fact to yank the company out from under Robbie.

 

It only occurred to me in this chapter that we didn't get to see what's likely Will's final interactions with Ryan, and it seems kind of lame that it was completely skipped over.

 

Also:

 

This growth spurt I was going through was kind of freaking me out.

 

How odd would it be if in fact this were to be abnormal?

 

I'm not sure that the Tony interaction is really worth talking about quite yet, if only because we'll see the larger picture unfold next chapter.

[B1ue]

Do you really want to see what was described as a lame, awkward moment between them? Sure, it'd have been one thing if Ryan had suddenly realized he was losing Will and either tripped him into a bed or declared some form of attraction, or tried at all, but from Will's account it doesn't seem like that happened. Better to leave it on the nice note of Ryan actually reaching out to Will the week before, in my opinion.

 

I feel this chapter explains why the bruhaha between Robbie and Will was included in this book rather than allowed to be ther seed of the next. Little Will is still growing up, it seems.

[centexhairysub]

Okay, my turn to whine.....

 

  I don't want Brad and Robbie to break up....  I want them to stay together....  I want them to work things out......  

 

   

[methodwriter85]

Do you really want to see what was described as a lame, awkward moment between them? Sure, it'd have been one thing if Ryan had suddenly realized he was losing Will and either tripped him into a bed or declared some form of attraction, or tried at all, but from Will's account it doesn't seem like that happened. Better to leave it on the nice note of Ryan actually reaching out to Will the week before, in my opinion.

 

Yeah, they'll be friends, but like most high school friendships, people move in different directions and what was your bff one month is suddenly just an acquaintance the next.  That's very much what 9th grade is like for a lot of people (And in my experience, also what freshman year of college is like.) What Andy and Matt had in Cross-Currents was pretty nice but extremely rare.

 

I gotta admit though...I really thought Mark was setting up this large, on-going story with Ryan, but it didn't quite work that way. It's interesting how that happens- I mean, there was a point where Wade was just going to be "Danfield", one of Matt's hook-up buddies and hockey teammates, and by the end of Bloodlines he had become a co-protagonist. You never really know where things are going to go with characters in CAP.

[Daddydavek]

You never really know where things are going to go with characters in CAP.

 

And that is exactly how Mark maintains his edge and keeps us all so enthralled.   Even if we do seem to piss and moan quite a bit.

[Mark Arbour]

Do you really want to see what was described as a lame, awkward moment between them? Sure, it'd have been one thing if Ryan had suddenly realized he was losing Will and either tripped him into a bed or declared some form of attraction, or tried at all, but from Will's account it doesn't seem like that happened. Better to leave it on the nice note of Ryan actually reaching out to Will the week before, in my opinion.

 

I feel this chapter explains why the bruhaha between Robbie and Will was included in this book rather than allowed to be ther seed of the next. Little Will is still growing up, it seems.

 

And that's just it.  Ryan is at a whole different place than Will is right now.  The key there is 'right now'.  There's nothing that says this is Will's last encounter with Ryan, or that Ryan will vanish into thin air.  But at this point, there's really not much to write about there, and I try to avoid being tedious.  

[Canuk]

beautifully written as ever.  Stef is certainly a masterfully written character - what transpired was so perfectly in character and yet surprising - and this surely is what good writing is about.

Effectively which ever way it went for him re the sale of the company Stef would come out (unusually, methinks) on top. 

I look forward to the next stage (almost as much as I look forward to my other main squeeze - Granger! :-)

[Westie]

I will give it an A+,

 

though I was puzzled that Will holding proxy for 17.5% of the company was enough to allow him access to a Board meeting...  I guess it would depend on the articles of association (... incorporation in the US???), but having a vote on the board, and having one at a shareholders meeting are two very different things.

 

Additionally, I thought that Stef was Chairman of the Board at Anders Hayes?  Shouldn't he have been leading the meeting, and then hand over to Robbie?

 

Moreover, as Chairman of the Board, shouldn't Stef have been much better appraised of the financial and performance related issues at Anders Hayes?  It seems to me that for too long (because Robbie is "family") these two directors - Stef and Brad - have failed to exercise their fiduciary responsibilities.  Otherwise, would they not have been much better appraised?  It's a good job there are no other shareholders in the firm quite frankly...

 

Finally, they didn't ask the obvious question, which was how much of the increased performance was generated by the capital structure changes that took place in millennium? Following Brad's buy out of Marcel and the change to the corporate rules on profit distribution, Robbie has access to more cash.  What return have these seen?  It would be interesting to see the extra value added per dollar on previous budgets compared to the enlarged one?  I.e. - was the "new" money as efficient as the "old" money.

 

One more thought - in 2000, I don't think it would be a problem for a media company like Ander's Hayes to leverage a buyout.  Moreover, Robbie could easily bring in a new partner to provide 15% capital, take on 50% debt and Robbie would find himself in control of the company with a 70%(against 30%) controlling interest.  If he stops to think about it, Stef's threat means not much at all. If Robbie is worth the $40 million referenced in a previous chapter, that means the very most Anders Hayes is worth is  $114.5 million. He would need to find someone willing to put up $17.14 million to buy out at 50% leverage.  This is Hollywood and Robbie is one of the most successful producers out there - he wouldn't struggle for partners, and definitely not at such a low price.  Moreover, the changes to the capital structure referenced earlier - not having gone through a full profit cycle yet - would massively increase the value of the company in retained earnings alone.

 

West

[PrivateTim]

All interesting stuff Westie, but isn't the same as a public company. You don't have the same leverage in making an unsoliscitated bid. And since it is a family business fiduciary responsibilities are entirely different than they would be in a public company. Even at that boards are seldom called to account except in cases of outright criminal fraud.

 

I don't think we've seen the last of Ryan. In fact I can see a point where Ryan would reach out to Will because of a crisis in his life involving his parents or girlfriend. I mean he is tight with his GF now, but how long does a freshman romanca last? Especially so when they move to the "big school" next year. The upper classmen are on the new arrivals from the Lower Campus like stink on doo doo every fall and Ryan might find himself on the outs.....  or he could get a new step daddy or mama that upsets the apple cart....  or what ever, I just don't think we've seen the last of Ryan and I hope not Alistair either. They are two of the more interesting characters and friends of Will that could pop up in the same sense that Brad's sufer dewd friend did (but hopefully in better circumstances).

[Westie]

All interesting stuff Westie, but isn't the same as a public company. You don't have the same leverage in making an unsoliscitated bid. And since it is a family business fiduciary responsibilities are entirely different than they would be in a public company. Even at that boards are seldom called to account except in cases of outright criminal fraud.

 

Your legal responsibilities as a director are the same regardless of being a family company or not; but of course you are right in that those responsibilities are enfored in a different way.  If you had the chairman of a public company so detatched, the public shareholders would demand his removal - whereas in the case of Anders Hayes nobody gives a hoot.

 

I guess the point I was making is that no matter how rich you are, the value of Anders Hayes is significant - and we are expected to believe that Stef is such an exceptional businessman.  It seems absurd that he would let such a part of his portfolio - a company that after all is Greg's legacy - go literally unsupervised.

 

As for leveraging a bid, you are right that it would be hard for a speculative bid; however Robbie is an insider, and he has knowledge that both Brad and Stef are motivated to sell - in such circumstances, arranging a partnership and subsequent finance wouldn't be too difficult (in my opinion).  Of course, my experience of such things relates to Private companies in the UK (I was involved in both an MBO and a move from an AIM listing to an LSE listing), and my experience is also in the UK construction sector in 2008, which I am willing to concede is as different to Hollywood in 2000 as chalk is to cheese.  I was also a middle manager in the process - so its possible I wasn't privy to all the information my bosses were.

 

West

[methodwriter85]

   Anyway, did anyone else just love the Harry Potter reference? I do not think there's anybody currently in their 20's or teen years who didn't experience the phenom either themselves, or by-proxy. It was to Will and JJ's generation what Twilight is to Courtney's generation- you just couldn't escape.

 

    I remember in the summer of 2002 running into a bunch of Potterheads celebrating Harry's birthday at Borders. Six years later, I ran into Twihards at that same Borders. I was really confused by the Twihards. LOL.

 

     As for Ryan, I'm 27 now, so I have lots of mileage on me now. And in terms of all that life experience , I've learned that people have a tendency to run in and out of your life, and sometimes they'll run back into your life in ways you don't expect. I really don't feel like that's the last time we'll see Ryan. I mean, its not like Will is moving off to the Australian outback to study the aboriginals- he's just moving 5 hours up the coast, and I'm there'll be visits and weekly AIM sessions.

 

     Plus, JJ does still go to HW, so that should keep Allister around.

 

 

 But at this point, there's really not much to write about there, and I try to avoid being tedious.  But at this point, there's really not much to write about there, and I try to avoid being tedious.  But at this point, there's really not much to write about there, and I try to avoid being tedious.

 

     I was really, really happy that you didn't take Thanksgiving 2000 and have it turn into "Let's catch up with all the previous characters and give them long monologues and the like!" like you did for Thanksgiving 1998 and Thanksgiving 1999. I mean, it's fine to see Lou and Marcel show up, but the focus really needed to be on the central, immediate family characters.

[samjones1]

All interesting stuff Westie, but isn't the same as a public company. You don't have the same leverage in making an unsoliscitated bid. And since it is a family business fiduciary responsibilities are entirely different than they would be in a public company. Even at that boards are seldom called to account except in cases of outright criminal fraud.

 

I don't think we've seen the last of Ryan. In fact I can see a point where Ryan would reach out to Will because of a crisis in his life involving his parents or girlfriend. I mean he is tight with his GF now, but how long does a freshman romanca last? Especially so when they move to the "big school" next year. The upper classmen are on the new arrivals from the Lower Campus like stink on doo doo every fall and Ryan might find himself on the outs.....  or he could get a new step daddy or mama that upsets the apple cart....  or what ever, I just don't think we've seen the last of Ryan and I hope not Alistair either. They are two of the more interesting characters and friends of Will that could pop up in the same sense that Brad's sufer dewd friend did (but hopefully in better circumstances).

 

This is a very fair point.  Fiduciary responsibilities of board members are generally to shareholders.  All the stock in the company is held by the three of them, Stef, Robbie, and Brad. If Stef and Brad decide that Robbie is competent, that is, in essence, the exercising of their fiduciary responsibility to themselves.  True, they need to make sure that they are not committing fraud against their vendors and employees.  At the end of the day, though, the only people (aside from employees losing their jobs, etc.) that lose if Robbie fails here are the three shareholder.  There aren't other shareholders to sue them.

[Westie]

This is a very fair point.  Fiduciary responsibilities of board members are generally to shareholders.  All the stock in the company is held by the three of them, Stef, Robbie, and Brad. If Stef and Brad decide that Robbie is competent, that is, in essence, the exercising of their fiduciary responsibility to themselves.  True, they need to make sure that they are not committing fraud against their vendors and employees.  At the end of the day, though, the only people (aside from employees losing their jobs, etc.) that lose if Robbie fails here are the three shareholder.  There aren't other shareholders to sue them.

 

Generally, but not entirely.  For instance, a company like Anders Hayes would have a pension fund for its employees.  Even if they did not administer the fund itself (for example, by contracting it out), directors still have responsibilities to ensure the proper administration of those assets.  What I am saying is that the responsibility of a director does not end with the corporate equity.  

 

Directors are also responsible for holding the executive management to account.  This is not just a fiduciary responsibility.  They have a responsibility to ensure compliance  to certain regulations, the most obvious of which is health and safety.

 

While you and Tim are right that in reality, those responsibilities are enforced only as far as the shareholders enforce them, that is not the point I am making.  The point I am making is that regardless of the consequences (or lack of them), Brad and Stef are not responsibly exercising their duties as directors, which is a gross betrayal of the employees.  If anything happened at Anders Hayes and they were shown to have failed in their responsibilities, shareholders and directors at other companies where they maintain an interest might legitimately have grounds to question their competence.  This makes their "hands off" approach seem all the more stupid.

[PrivateTim]

Your legal responsibilities as a director are the same regardless of being a family company or not; but of course you are right in that those responsibilities are enfored in a different way.  If you had the chairman of a public company so detatched, the public shareholders would demand his removal - whereas in the case of Anders Hayes nobody gives a hoot.

 

I guess the point I was making is that no matter how rich you are, the value of Anders Hayes is significant - and we are expected to believe that Stef is such an exceptional businessman.  It seems absurd that he would let such a part of his portfolio - a company that after all is Greg's legacy - go literally unsupervised.

 

As for leveraging a bid, you are right that it would be hard for a speculative bid; however Robbie is an insider, and he has knowledge that both Brad and Stef are motivated to sell - in such circumstances, arranging a partnership and subsequent finance wouldn't be too difficult (in my opinion).  Of course, my experience of such things relates to Private companies in the UK (I was involved in both an MBO and a move from an AIM listing to an LSE listing), and my experience is also in the UK construction sector in 2008, which I am willing to concede is as different to Hollywood in 2000 as chalk is to cheese.  I was also a middle manager in the process - so its possible I wasn't privy to all the information my bosses were.

 

West

 

While technically there isn't a legal difference in private and public companies, there is a huge difference in how it is enforced. The only person who could complain about benign neglect by Stef and Brad is the only other shareholder, Robbie. And what is the basis of his complaint? They left me in charge and I'm an idiot? Even if someone tried to make such an argument, neglect isn't the same as willfully making poor choices. Then given that the company has been performing okay against relative benchmarks there just isn't much there there.

 

Brad and Stef are not motivated to sell, they are threatening to sell to someone, anyone, besides Robbie in order to shake up Robbie. Whether or not when push came to shove they would is another topic. We'll see how this episode intrudes into Robbie's psyche and makes him see the big picture of losing a kid, losing your partner, losing your family and losing your company.

[PrivateTim]

Generally, but not entirely.  For instance, a company like Anders Hayes would have a pension fund for its employees.  Even if they did not administer the fund itself (for example, by contracting it out), directors still have responsibilities to ensure the proper administration of those assets.  What I am saying is that the responsibility of a director does not end with the corporate equity.  

 

Directors are also responsible for holding the executive management to account.  This is not just a fiduciary responsibility.  They have a responsibility to ensure compliance  to certain regulations, the most obvious of which is health and safety.

 

While you and Tim are right that in reality, those responsibilities are enforced only as far as the shareholders enforce them, that is not the point I am making.  The point I am making is that regardless of the consequences (or lack of them), Brad and Stef are not responsibly exercising their duties as directors, which is a gross betrayal of the employees.  If anything happened at Anders Hayes and they were shown to have failed in their responsibilities, shareholders and directors at other companies where they maintain an interest might legitimately have grounds to question their competence.  This makes their "hands off" approach seem all the more stupid.

 

Anders-Hayes would NOT have a pension plan (defined benefit). they would have a 401k plan (defined contribution) and that would be run by a Vanguard, FIdelity, etc. Very few companies have defined benefit programs unless they are unionized and there are far fewer union companies out there. Hollywood is unionized, but not the production companies like Anders-Hayes.

 

Brad and Stef ARE responsibly exercising their duties as directors, they have Robbie in charge and they've done well by him. Even if they had Robbie in charge and the company tanked, an employee could not sue just because the company went under. Companies fail. Being incompetant is not actionable, fraud is. If Brad and Stef decided to pitch their shares to Wendy Finerman or Jon Felthheimer, there is no gurantee either would fire Robbie, it would just diminish his autonomy. It certainly wouldn't be actionableby by the employees.

Edited January 5, 2013 by PrivateTim

[Mark Arbour]

Great discussion on the financial aspects of the story.  You all makes some very good points.   For obvious reasons, I didn't delve into the capital structure of Anders-Hayes (or whether they had any debt, which brings on a whole new level of oversight).  There are probably fewer than ten of us who find that stuff interesting.  

 

Some points to address:  

 

1.  While Stef called a board meeting to get an update on the company's performance, that doesn't mean he was oblivious to it before then, nor that they haven't had other meetings.  I'm betting the articles of incorporation require an annual meeting of shareholders (and the board) but that it meets more often than that.  It's been a year since Brad acquired Marcel's stock, so it makes sense that they'd have a summative meeting at this point to see how Robbie had turned things around.  

 

2.  A board meeting and a shareholder meeting are very different, and I took some poetic license with this one.  Just because WIll has voting control over half of Stef's stock wouldn't give him an entre into a board meeting.  In any event, it would have been wise for Robbie and his attorney to cave on that point, since no good would come from antagonizing the two men there who ARE board members.  

 

3.  The value of Robbie's shares ($40 million) was asserted by Wade when he was losing it with Robbie on Will's return.  It is likely that he was just pulling a number out of his ass (something that was easily relevant to the $400,000 check that Stef wrote Robbie for the damage Will caused) than any valuation based on factual evidence.  

 

4.  Tim is right, in that most companies in the US have discarded their defined benefit plans.  If the soap box was still open, we could have an interesting discussion on whether that's good or bad.  

 

5.  A privately held company like Anders-Hayes has a lot more freedom in how they conduct their corporate affairs.  That's why it's very risky to invest in these types of ventures.  I think, though, that Anders-Hayes would probably be more transparent than most if they have indeed established a profit sharing plan, as Robbie mentioned in Millennium.  Transparency is really a requirement for those to be effective.  

[methodwriter85]

Great discussion on the financial aspects of the story.  You all makes some very good points.   For obvious reasons, I didn't delve into the capital structure of Anders-Hayes (or whether they had any debt, which brings on a whole new level of oversight).

 

And I really, really, really thank you for that. Thank god.

[davewri]

A great author can suspend reality and keep us enthralled, even to the point where the reader relates to the story as if it were reality. This is not a story about the technical aspects of the structure and functions of corporations, it's about fathers and sons. The eternal story of how a boy becomes a man is so intriguing. So many questions about what happens next to these great characters keeps me reading every posting.

 

Mark, you are a darn good writer!

[MJ85]

This financial concern thing is all well and good, but it's plainly obvious in this case that it was nothing but a smokescreen for Stef to target Robbie over Will.

 

And I am not convinced that we'll ever see Ryan again. Or, if we do, it won't be of any great consequence. Because if Ryan was really meant to have a future importance to Will, there'd be a way to sort of "keep him on the shelf" with Will re-locating, as opposed to Will basically writing him off as not important.