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tor's chair. In either case Mr. Bruce Wallace said he did not 'give
a damn.'”
Meanwhile Kutt, who was largely disengaged from the employ-
ees' actions, was scrupulously planning his next moves. “I had
my priorities,” explained Kutt, “survival was number one.”
He understood well that the only cards he could play against
the guarantors with some confidence were his majority shares.
Hence, all his future actions had to be carefully crafted so as
not to jeopardize his controlling position. Kutt also decided to
channel all his negotiations with the board and the guarantors
through Peter G. Beattie, a lawyer with the Toronto law firm
McCarthy & McCarthy.
By mid-August, Kutt came up with three alternative strategies
to resolve his conflict with the outside investors. The first one
aimed at reducing, or eliminating altogether, the company's
financial dependency on the guarantors. Another plan was to
negotiate the so-called Kutt/
MCM
Agreement, the gist of which
was the trading of Kutt's controlling shares for his exclusive
rights to sell
MCM
products outside of North America. Kutt's
final plan was to attack the guarantors directly by strengthening
the company's by-laws to assure a strong presidential office con-
trolled not by the board of directors but by shareholders. Since
Kutt controlled the majority of the company's common shares,
he could, after the successful passing of the by-laws in question,
simply vote himself back into power. Kutt would, in fact, vigor-
ously pursue all of these plans, eventually bringing the conflict
with the guarantors to a head on 25 October in the Toronto
office of Borden & Elliot.
But the climactic events of 25 October were still more than
two months away. On 19 August, Kutt instructed Beattie, his
