General Motors Headquarters, Detroit, Michigan, USA, Interim Board of Directors

"My dear Owen, you have to believe that I have absolutely no selfish motives to take over the mess of General Motors, with a loss of $4.4 billion in '91 and a loss of $2.6 billion in '92, Toyota and Honda in little Japan are aggressive and now have a share of the North American market that has surpassed GM, and if we continue to maintain a rigid system, the good seedling of Saturn will have to be ruined sooner or later!

My old friend. Let Saturn spin off and package the listing, from the positive side, it is to liberate the shackles of Saturn's insufficient production capacity, and to play against Toyota and Honda lightly, from the negative side, even if Saturn cars can't fight Toyota and Honda, but the future holes and burdens are also borne by the market and partners, rather than other subsidiaries of General Motors that all losses are carried by the head office! ”

Smith's heart-wrenching words moved Owen Bieber, but as a senior executive in charge of GM cars in the UAW, Owen Bieber's ass cannot completely sit on the side of General Motors, of course, Bieber chooses who to support between Smyer, who is about to retire completely, and Smith, the president and CEO who has just taken office, that is not a problem at all, the key is that Smith must have enough exchange chips, and it is true that it is delicious and visible, otherwise everyone has seen the matter of crossing the river and demolishing the bridge, Smith is the former chief financial officer of General Motors, and Bieber can't be counted on him.

"Francis, you know that UAW and I have actually always supported you and your people, however, Smail and his gang of people are old and rigid, as long as he is still in the chairmanship, you know that we can't help but comprehensively measure and evaluate UAW's position on the board of directors of General Motors, as the chairman of the board of directors, although he retired and no longer interfered in the daily management and operation of General Motors, but just 20,000 shares of General Motors half-price option subscription every year is enough for him to earn ......"

Bieber's words came to an end, and Smith secretly scolded this old guy in his heart when he heard this, and he was also a master who wanted to make money by taking care of both public and private interests, but now the two votes of UAW are very critical to himself, and he can't say anything, so he can only put his chips out first, not afraid that Bieber will not be moved, "That, Owen, what do you mean, first resolve the disagreements within the board of directors, and then discuss the issue of Saturn's spin-off of the boss?" ”

"Francis, the responsibility, then of course you and your people have to provoke, although UAW is the largest shareholder, it will not be the leader of the charge, now on the board of directors Smail has four votes in favor, you have five votes in favor, considering the principle of appeasing the general motors and uniting the majority, as president and CEO, I suggest that you propose a motion to remove the current chairman, but I must recuse myself...... My old friend Carpenter, the representative of the second largest shareholder, knows how to vote, you know what I mean? ”

If there are others present in the secret discussion of one big and one small fox, you may be confused, in fact, Smith and Bieber both know it, Smith actually tested Bieber at the beginning, to see if it is possible for him to remove Smyer in one step and get the position of chairman directly in his hands, but Bieber obviously did not nod, Bieber's meaning is very simple, he has to avoid voting, and the implication is that after removing Smail, the 64-year-old UAW veteran wants to sit on the throne of GM chairman, Even if it is just a symbol of honor, the benefits of 20,000 shares of option subscription every year are enough to make people tempted, not to mention, as a blue-collar worker from an auto worker, one day become the chairman of General Motors, this kind of glory is still incomparably attractive to Bieber!

The president and CEO of General Motors, who was born as a CFO, is a cautious person, and after reaching a tacit understanding with Irving Bieber, he invited Norman Carpenter, the representative of the National Auto Insurance Trust, the second largest shareholder of General Motors, into his office, although Bieber said that Carpenter would support his proposal, but Smith's principle of doing things is that hearing is not seeing is believing, and among the two directors who remained neutral before, Bieber represented UAW holding 10% of the shares, Carpenter's pension trust holds 5% of the shares, but on the board of 11 people, the importance of the two is the same to Smith in terms of votes.

"My dear Norton, have you told you all about old Bieber?" Smith put a cigar on Norton-Carpenter, which is quite modest and low-key and courteous, and there are only a handful of people in the world who can let the president and CEO of General Motors light a cigarette for him, of course, Norton-Carpenter and Smith have a much closer relationship than Irving Bieber imagined, which is why Smith talks to Bieber and Carpenter alone instead of the three of them together.

"Francis, over the years, I believe you can see my support for you, to be honest, Owen is also an old friend, otherwise who would dare to say that he can be more suitable than Smail This chairman, to say that the young Bieber is two years younger than Smail, but I am three years younger than Bieber, don't you say? Anyway, no matter who will be the chairman, uniting the board of directors is the first priority, I can remind you that the chairman who always pulls you back definitely has to be, sooner or later you should be the chairman yourself! ”

Norton-Carpenter worked at General Motors for 20 years, also from a financial background, and the two had a good relationship in the 80s, of course, Carpenter later turned to the field of financial trusts, and became the head of the UAW's National Auto Workers Pension Fund before Smith, but his feelings for GM are much stronger than those of Irving Bieber, a blue-collar worker...... Talking about being the chairman of General Motors, why not Norton Carpenter?

"Norton, I don't talk to my own people, I know that your position is indeed sensitive, and it is the best choice to be able to stand in the position of UAW and help me, otherwise everyone will be divided by tearing their faces, Saturn is hot after going public, I can set aside 5 million shares of Class B preferred shares for your pension insurance fund, and of course I will leave a place for your people on the board of directors of Saturn Motors, what do you think?"

The chips given by Smith actually disappointed Norton Carpenter slightly, he actually fancied the position of the first chairman of Saturn Motors, of course, since General Motors plans to hold 51% of the shares to become the controlling shareholder of Saturn Motors, so normally speaking, the position of chairman of Saturn Motors is concurrently held by General Motors executives or even sent someone to hold it......

"Francis, since you and I are both optimistic about the prospects of Saturn Motors after listing, have you ever considered that General Motors will only have a relative control rather than an absolute controlling stake in Saturn after listing, in this way, I believe that Saturn Motors can be better accepted by the market and investors, and the future will be brighter! At the same time, as long as it is properly arranged, it is not difficult to achieve the effect of absolute control with relatively controlling shares! Carpenter groaned and uttered his own thoughts.

"My dear Norton, now under the condition of holding 51% of the shares of absolute control, my motion to spin off Saturn Motors has not been approved by the board of directors, wouldn't it go further than the holdings, these old stubborns will not agree, and the ideological work of GM's internal executives is not easy to do, I can't fire them all, right?!"

Of course, Smith is not stupid, in fact, GM's own equity is extremely dispersed, the majority shareholder is actually 10% of the shares held by UAW, and most of the remaining shareholders hold less than 5% of the shares, but if Saturn's listing will make GM risk losing its controlling stake and control of the board of directors, it is basically a dead end, and GM will not agree to it, and he, the president and CEO, will definitely become a sinner of GM and be swept into the garbage heap of history.

"Francis, I think you're completely overthinking, unless someone initiates an acquisition of Saturn Motors, but at that time, General Motors can handle it as easily, maybe Saturn Motors will surpass General Motors in market value in the future? I'm not afraid of others worrying, but I'm afraid that others won't remember, right? Norton Carpenter's words sound amazing, but both of them understand the subtext, if the market value of Saturn even exceeds that of General Motors, then the president and CEO of General Motors, who is the driving force behind Saturn Motors' spin-off, will become the most famous one in General Motors' history!

"Norton, if you don't, areyouherewithme?youhavemywordalready!the future vice chairman of Saturn Motors!" Smith doesn't plan to continue to go around in circles with Carpenter, forcing the other party to give himself a letter now, anyway, the chairman of General Motors himself didn't sit down, so he can only cheapen the old guy Owen Bieber, as for the first chairman of Saturn after the listing, in addition to Smith himself, I'm afraid I can't find a second suitable candidate, at most, you can give Norton Carpenter an honorary position of vice chairman, the key is to give the other party a certain number of call options, which is the necessity of the vice chairman position.

The tea break finally ended after a 30-minute delay, and the directors returned to the luxurious conference room one after another, Chairman Smail obviously had a premonition of something, and he also found a few directors in the Smith camp to contact him during the tea break just now, but in the past three years, Smyer has almost offended most of the Mesozoic executives and directors in General Motors, and now how can he temporarily pull people to come, that is, a few old friends in the 20s who supported him are now outside directors, that is, Even though they used to work at General Motors and now have left GM to find another job, these directors don't have much of a stake left, and their support for Smail is limited to filling in the Smith block.

"Chairman, Directors, before proceeding with the motion to go public with Saturn, as Director, President and CEO, I propose to remove the current Chairman, John G. Smail, as Chairman and re-elect a new Chairman! If Mr. Smyer is willing to resign voluntarily, I will make the Board of Directors retain Mr. Smyer's option to subscribe to benefits until the end of his term as a director......" Smith said with great ambition.