Changing Fortunes - Inventing the PC - page 111

establish MCM International, fully independent of MCM , but
with rights to manufacture, modify, market, and sub-license
all existing and future MCM products for all countries except
Canada and the United States. Kutt wanted guaranteed access
to all technical and cost data relevant to MCM 's products, their
development, and their manufacturing. According to the pro-
posed agreement, he would be permitted to send observers to
MCM who would then have free access to all documentation
and data, and would be granted technical consultation, if re-
quested. And that was not all. Kutt would remain an MCM
director.
The Kutt/ MCM Agreement was further discussed during the
5 September meeting of the board. The directors reviewed at
length a memorandum submitted by Kutt's counsel dealing
with the proposal that “the Company enter into an agreement
with Mr. Kutt granting him an exclusive distributorship for all
MCM products for the world exclusive of North America for
a consideration to be satisfied by the surrender by him to the
Company of certain shares of the Company owned by him.” It
was agreed that further discussions would take place with the
objective of achieving agreement not later than 16 September.
But that deadline came and passed without any progress, and
Kutt was left with no other option but to openly confront the
guarantors during a general shareholders' meeting.
A revolution of his own
With the guarantors unwilling to ease their financial grip on
MCM and the Kutt/ MCM Agreement discussions stalled, Kutt
decided to win his managerial powers back on a new battle-
field: corporate governance. What he had in mind was to amend
MCM By-law No. 1, which specified, among many other things,
the way the officers of the corporation were elected, charged
with responsibilities, and removed from office. This by-law had