Either they weren't willing or didn't know how to resolve this. First, you'd clearly and specifically identify the problem--the real one here is, what if we don't agree about what business we're in or that profitability is the priority? Then you either resolve the problem or agree it's a tension you have to manage. So if it's Faison's preference that profitability is the priority, and Daguin's that we want to be influential in the food business, they could perhaps negotiate a level of profitability that's critical. --The Mediator We have no money for publicity, she said, so D'Artagnan gets into retailers only because they know chefs use us. Thus, when chefs need a duck breast in three hours, we must deliver it. Plus, without money for market research, she said, we need to know what influential chefs are ordering so our prepared products remain trendy.
The dispute festered. In November 2004, a competitor offered to buy D'Artagnan. The partners asked an investment bank about the offer, and the bank confirmed their sense that the price was too low. The partners rejected the offer, and Daguin assumed the talk of selling was over. "After that, he didn't talk about it anymore. I should have smelled something, but I didn't. I really didn't," she says.
In reality, Faison was warming to the notion of selling. "I did not tell her," he says, "because I felt there was really no respect for the directions we had previously discussed. At that point, it was moot." The problems he'd outlined--which he thought Daguin had pledged to fix--remained. "He thought it could and should be more profitable, and he was right," says Needleman. "But it wasn't going to happen with the two of them running the business at odds with each other."
The rift spread to the employees. When chefs rejected items, Faison's truck drivers wouldn't alert Daguin's salespeople about the issue. Or a salesperson, deciding the warehouse workers were disregarding her specs, would pluck a rack of lamb from the shelves herself. Faison used to ask Daguin to sit in on his operations meetings, but she stopped going, finding his temper too unpredictable and the meetings pointless. "The company was splitting in two, and nothing was getting done," she says. Employees could see the problems growing. "There was a dividing line," says Kris Kelleher, who, as purchasing director, would sit in on meetings with Faison and Daguin and marvel at the consistently different directions they sought. "Sometimes I wondered why it was one company."
Then, in spring 2005, Daguin noticed that Faison had stopped arguing
This is why you need a check-in process. If you don't build these things in, it's very easy to get caught up in the tyranny of the urgent. --The Mediator with her. She wrote it off to life changes--she knew his wedding was approaching. Once, she dragged him to a long overdue lunch to try to learn what was wrong. "He was totally closed down," she says.
On June 17, she found out why. Faison walked into Daguin's office and handed her a certified letter. She read it, then stared at him, flabbergasted. He was exercising the shotgun clause
At this point, this is exactly what the buy-sell shotgun is for, so it seems that Faison was in the right to exercise it. --The Finance Guy and offering to buy the company for several million dollars. By the rules they'd agreed to, she had two choices: She had 30 days to sell her shares at the price he'd offered or buy his shares at the price he'd offered, with another 30 days to raise the money. There could be no negotiating. "It was--wow. I never saw this coming," she says. "And then it was all kinds of feelings: How dare he? How could he do that?" But Faison believed Daguin had stopped listening to him and was wrong on the direction of the company. He felt he was at a dead end.
Daguin retreated to a friend's beach house and considered her options. She thought about taking the money and opening a seaside restaurant. But when the now 17-year-old Alix mentioned that she might like to join D'Artagnan someday, Daguin decided, "All right. Let's go fight." She cold-called banks, which wanted a stake in the company, until a friend helped arrange a loan at a French bank. It required higher interest payments and a personal guaranty, but it didn't want shares of D'Artagnan. With that, along with personal savings, Daguin matched Faison's price. When she presented her counterproposal to the surprised Faison, she drew herself to her full six-foot height, and added, imperiously, "And by the way, thank you for your wedding invitation. I will come with pleasure."
The deal closed a month later. In a frosty finish to their 26-year relationship, Faison handed Daguin two letters. One said that he accepted
The incredible thing here is the shotgun provision actually worked the way it is supposed to. Oftentimes the person that does not get his or her way will sue to invalidate the provision--kudos to both of them for not taking that route. --The Finance Guy her purchase price, that D'Artagnan was a great company, and that she shouldn't mess it up. The other asked that she not attend his wedding. They've barely spoken since.
