CHAPTER ONE

When the Bottom Drops Out – Overcoming the Devastating Loss of Your Business
By Michael (Mike) Couture

“The Day My Bottom Dropped Out”

The day was Thursday, September 13, 2012. I was sixty years old at the time.  It was early-afternoon and I had been working at my desk in our company office in Bentonville, Arkansas.  I received a call on my mobile phone from one of my three business partners.   He asked that I meet him at our attorney’s office. He said it was urgent.  I asked myself “What could be so urgent that I have to drop everything and rush over to our attorney’s office”?

I stood up from my desk, walked out of the office to my car, and drove to our attorney’s office in Rogers, AR. When I arrived, the receptionist escorted me to their main conference room. I was met at the conference room door by our company’s main attorney.  I could see my three partners seated on one side of the conference table. Our attorney asked that I take a seat directly across from my partners.  There were no niceties. He began the conversation by telling me I was being expelled from our company. He then handed me a six-page document titled “Resolution by the Members of (the name of our holding company)”. 

I asked if I could read the document and he said yes.  I sat and read as the attorney and my partners looked on. The document was signed by each of my partners sitting directly across from me. Just above their signatures was typed “Executed effective the 13th day of September 2012 at 3:50 pm.” It appears they signed it just minutes before I arrived at this office. This document was brief and legalese with several paragraphs beginning with “WHEREAS” and a number beginning with “BE IT RESOLVED”.  The final “BE IT RESOLVED” stated that upon the execution of this Resolution my three partners would own 100% of our holding company. This document also had an Exhibit A and Exhibit B attached.  Exhibit A showed that my 30% ownership in the Company was being equally divided with 10% going to each of these three remaining partners. Exhibit B was an Amendment to the operating Agreement stating that current Managers of the Company would be “the names of these three partners”. Prior to this Amendment, we had two Co-Managers. Myself and the first partner to join me three years after I had founded the business. The final page of the document was a Resolution by the Managers of the Company containing another “WHEREAS” and a “BE IT RESOLVED” that “Michael E. Couture is hereby removed from any and all positions.”

I asked our attorney why this action was being taken. He said my partners didn’t need to give me a reason. I then asked my three partners directly – why are you doing this? No answer. They would not look at me directly and only looked back at our attorney. I said the actions they were taking without notice or any prior discussion would have devastating consequences for me and my family. If they felt they had a viable reason for taking this drastic action, why couldn’t we discuss other options that would be less severe and hurtful to us.  He said no. He stated that my partners had taken a vote to remove me from the company effective immediately and then made the statement which has been indelibly etched into my brain – “What they are doing may not be right, but they have the right to do it.”

I then asked if they had notified and discussed this change in ownership with any of our clients, in particular one of our companies headquartered in China that had been under contract with us prior to any one of these men being part of our organization.  One of the partners said, “I had not thought of that yet, but I will take care of it.” I reminded him that I had been personally appointed the CEO of their U.S. Corporation (a direct subsidiary of their main corporation headquartered in China), by the Chairman of this company and I intended to continue in that role. I told him that taking this spontaneous and extreme action without any discussion or prior notification to any of our clients was irresponsible, reckless, and would be harmful to our company. 

The attorney said the meeting was over and told me I could not go back to my office to retrieve my laptop, my personal files, or any other of my belongings.  He said they would get them to me later.  He then escorted me through their office to the elevator.  As we walked, I told him I could not accept what had just transpired with absolutely no discussion.  He said he would meet me the next day at the local country club for a beer.

I left the attorney’s office stunned, bewildered, and in shock.  I sat in my car in the parking lot with no idea where I should go, what I should do, or what I would say to my wife Linda and children when I eventually returned home.  I was in a state of shock.

*End of Chapter One*