Duke's office was quiet. A stark, jarring contrast to the noise David Chen had been living in for the past ten days.
Chen stood inside the door for a moment, letting the air conditioning dry the sweat on the back of his neck.
He hadn't gone home yet.
He had come straight from LAX, his suit wrinkled and looking every minute of the six-hour flight he had just taken from New York.
Chen felt like he was vibrating, a low hum of adrenaline, caffeine, and the sheer exhaustion.
Duke looked up from a stack of weekly grosses.
He didn't smile, but his shoulders dropped half an inch. That was the only greeting Chen needed.
"You look terrible," Duke said, closing the folder.
"I feel like I've been beaten with a sack of quarters," Chen replied, walking over to the sidebar.
He didn't ask; he just poured two glasses of scotch, neat.
He carried them over to the desk, sliding one across the wood to Duke before sinking into the leather guest chair.
He took a long drink, feeling the burn settle in his chest.
"It's done," Chen said, the words coming out with a heavy finality. "The tender offer is successful. We have the acquisition."
Duke took the glass but didn't drink immediately.
He held it, watching the amber liquid catch the light. "Goodman signed?"
"Goodman capitulated," Chen corrected. "He signed without a hitch."
Chen leaned back, closing his eyes for a second. "It was... theatrical. We were in that boardroom on Madison Avenue."
"They tried everything. They threatened to dilute the shares. They threatened to sue us for corporate raiding. They threatened to call the SEC."
"Bluffing," Duke noted.
"Of course they were bluffing. But they were loud about it. Goodman was shouting about his legacy, about how he built the place from nothing."
Chen opened his eyes, a dry smile touching his lips. "I just sat there and waited for him to run out of air. When he finally stopped, I slid the revised term sheet across the table, the one with his honorary title and the office allowance on it."
"The vanity clause," Duke said.
"The dignity clause," Chen said. "It's worth more than the cash to a man like Martin. He signed. We have the recommendation so now the board is telling shareholders to sell. By Friday, we control the board and by Monday, we own the place."
Duke took a slow sip of the scotch. "And Stan?"
"Stan is relieved," Chen said.
"He was terrified Goodman was going to sell to someone who would fire him. When I told him the plan that he runs creative, and becomes the face of the brand he almost hugged me. He's on board, and the staff will follow him."
"Excellent," Duke said. The word was quiet, but it carried the weight of a massive strategic victory. This was the cornerstone. They had just acquired the engine for the next decade of the company. "You did good work, David go home and sleep for two days."
Chen didn't move. He didn't put his glass down.
"There's something else," Chen said.
The temperature in the room seemed to drop. Duke, who had been about to open the celebration file in his mind, went perfectly still.
His eyes, usually so unreadable, sharpened.
"What?"
"We won," Chen said, his voice precise, stripping away the fatigue. "But on the way out... literally as the ink was drying, we got a telex. A filing with the SEC. A counter-offer."
Duke set his glass down. A soft clink against the wood. "The deal is done, David, we have the majority."
"Technically, we have the board's recommendation and the tender offer is active. But the shares haven't physically transferred yet."
"The window is open for another forty-eight hours." Chen reached into his jacket pocket and pulled out a folded piece of paper. It was crumpled, as if he had squeezed it in his fist for the entire flight.
He smoothed it out on the desk.
"Kinney National Company," Chen said.
Duke looked at the name. He didn't pick up the paper. "Kinney. The parking lot guys?"
"The parking lot guys who are the rumoured buyers of Warner Brothers-Seven Arts," Chen corrected. "And, more importantly for us, the guys who own Independent News."
Duke leaned back, the chair creaking in the silence.
He stared at the ceiling, his mind racing through the org charts he had memorized months ago. "Independent News," he muttered. "They distribute Marvel."
"They distribute everyone," Chen said. "They have the trucks, the warehouses, the relationships with the newsstands. And they own DC Comics."
"So they're the landlord and the competition," Duke said.
"Exactly. And now they want to be the owner." Chen tapped the paper.
"Their offer is a spoiler, Duke. It's priced at thirty-seven percent over market. Two points higher than us."
"It's not a serious bid to buy the company based on value; the numbers don't make sense for them. They don't need the IP; they have DC. This is defensive. They probably know about our distribution plan."
"They know we're going to switch distributors," Duke said, the realization hitting him.
"We're going to Charlton. That cuts Independent News out of the loop. That costs them millions in distribution fees."
"And it strengthens a rival," Chen added. "If we take Marvel to Charlton, suddenly both Charlton and Marvel will become bigger players. They're trying to buy it to kill it, to keep the monopoly intact."
Duke stood up and walked to the window. The Los Angeles skyline was hazy, the smog turning the sunset into a bruised purple.
"I underestimated them," Duke said quietly. "I didn't think they would even care enough to counter-attack this fast."
"Steve Ross," Chen said. "The guy running Kinney, maybe we should speak to them."
"So what happens?" Duke asked, turning back to the room. "If the shareholders see a higher number..."
"They might hold out," Chen admitted. "Greed is predictable. If they think a bidding war is starting, they won't tender their shares to us."
"They'll wait. And if we get into a bidding war with Kinney... Duke, they have deep pockets. Parking lot money. We have a loan and we're leveraged."
"We're not getting into a bidding war," Duke said instantly. "That's a trap. They want us to bleed. Even if we win, we win a company we overpaid for, with no capital left to develop."
"Then we lose," Chen said, playing the devil's advocate. "Kinney buys it. They fold Marvel into DC. Maybe they kill the line, maybe they just milk it. Either way, we lose the IP."
The room went silent again. The scotch sat untouched.
Duke walked back to his desk and sat down. He picked up the crumpled telex from Kinney and read it, not looking for the numbers, but looking for the intent.
"They're bullying us," Duke said. "They're using their size to crush us. They control the distribution. They control the main competitor and now they want to control the supply."
He looked up at Chen. "David, tell me about the Sherman Act."
Chen blinked, the shift in topic catching him off guard. "Antitrust? It's... it's a bludgeon. Section 1 prohibits restraint of trade. Section 2 prohibits monopolization."
"Kinney owns DC," Duke said, his voice gaining a small rhythm. "They own the distributor that ships DC. If they buy Marvel, they will own the top two comic book publishers in the world. What's their market share combined?"
Chen did the mental math. "Combined? Seventy percent. Maybe eighty of the superhero market."
"Eighty percent," Duke repeated. "And they own the trucks that deliver them. That's not a business, David. That's a monopoly."
A slow realization dawned on Chen's face.
He sat up straighter, the exhaustion momentarily forgotten. "You want to file an antitrust suit."
"I want to threaten one," Duke said. "And I want it to be credible. Think about it. If they buy Marvel, they are creating a vertical monopoly."
"They control the content, the production, and the distribution. If we frame this correctly, the Justice Department would have a field day. It's the perfect test case for the new regulatory environment."
"It's a nuclear option," Chen whispered. "If we bring the DOJ into this, it ties everything up. Investigations and subpoenas for years."
"Exactly," Duke said. "But Kinney is a public company. They're trying to build a clean, modern image."
"Steve Ross wants to be a media mogul. The last thing he wants is federal agents digging through his filing cabinets, looking at how he prices distribution for his competitors."
Duke leaned forward, his eyes locking onto Chen's. "We need to make it so that buying Marvel brings down a federal investigation on their heads."
Chen nodded slowly, his mind already drafting the legal brief. "We argue that the acquisition would substantially lessen competition."
"That it would create an insurmountable barrier to entry for smaller publishers. We use their own weight against them."
"And we use the distribution deal," Duke added. "The fact that they already distribute Marvel is the smoking gun."
"They have privileged information on Marvel's sales. They're using inside data from their distribution arm to bid against an outside buyer and they also restrict the amount of comics Marvel is allowed to publish. That's predatory."
"That's dirty," Chen agreed. "And it plays terrible in the press."
Duke picked up his pen and tapped it against the desk. "Can we do it? Do we have the legal standing?"
"We're the injured party," Chen said, his brain now fully engaged in the new battle plan.
"We have a signed tender offer. Their interference damages us. We have standing. I can have a preliminary injunction drafted by tomorrow morning. We can file in the Southern District of New York."
"Do it," Duke said. "But don't file it yet. Send a draft to Steve Ross's general counsel by courier."
Chen raised an eyebrow. "A warning shot?"
"A courtesy," Duke said, a smile playing on his lips. "We need them to read it and to let them see the words 'Department of Justice' and 'Sherman Act.'"
"I don't actually want to sue them, but I wont back out either."
Duke stood up again, the energy in the room transformed. The fatigue was gone, replaced by the sharp, clear focus of a problem solved.
"Write a cover letter," Duke instructed. "Keep it polite. Tell them that in light of their interest, we feel obligated to point out the significant regulatory liabilities such an acquisition would create."
"Tell them we would hate to see their stock price suffer from a federal investigation."
"That is incredibly cynical," Chen noted, standing up.
"It's business. They tried to hit us with a wallet and now we're hitting them with the law."
Chen drained his scotch in one swallow.
The warmth hit his stomach, but the adrenaline was doing the real work now. "I'll call the lawyers in New York. I'll have them wake up the partners. We'll have the draft on a plane tonight."
"Good," Duke said. "And David?"
Chen paused at the door, hand on the knob. "Yeah?"
"Take the win," Duke said. "Kinney will back down."
Chen nodded, a genuine look of pride crossing his face for the first time since he entered. "I'll see you tomorrow, Duke."
The door clicked shut.
Duke sat alone in the darkening office.
He looked at the blue folder on his desk the signed acquisition of Martin Goodman and then at the crumpled telex from Kinney.
He picked up the telex, folded it neatly into a square, and dropped it into the wastebasket.
He swiveled his chair toward the window, looking out at the sprawl of Los Angeles.
He took a sip of his scotch, finally tasting it. It was smooth, and expensive.
He reached for the phone to call Barbara to talk before leaving the office.
---
Im tired boss