How - Dov Seidman [110]
So I reached out to David, for whom I had developed some respect, and communicated our unease. I expressed our feeling that this looked like a conflict of interest on its face, and while the appearance of conflict doesn’t always mean conflict, we certainly felt vulnerable in this instance. We argued back and forth. David saw it much like hiring a national law firm to help select a regional counsel. I saw it more like hiring one tobacco farmer to help you choose who to buy tobacco from, even though he grew tobacco himself. Finally, David suggested a compromise, offering to exclude the advisors when we talked about pricing and when we disclosed our passwords. It was reasonable common ground, so I agreed to proceed.
A short time later, however, we received an e-mail requesting our passwords, and Altria’s advisors were on the distribution. The dissonance between the ground rules David tried to set up and what Altria did was a blow to the process. We lost confidence that our vulnerability could be protected, even as an administrative matter. “I thought that the information was controllable, that I had a choke point on the process, but I didn’t,” David said. “Someone probably hit “Reply All” on some e-mail, which let information into someone else, and maybe it ended up in the hands of someone who didn’t know the agreement and innocently sent it along.” More important, we grew deeply concerned about our competitor. Why would these advisors want to be in this potentially conflicted situation? They shouldn’t want to see our passwords. These concerns multiplied, distracting us from our ability to move forward with passion and turning into real trepidations about Altria itself. Could we really trust these people?
I lost a lot of sleep over this. On the one hand, it is really hard to tell a Fortune 10 company to go jump in a lake; you want its business and you certainly don’t want a competitor to get it. We were a leading company and I felt we had the solutions that a leading company like Altria needed. I felt we could win. Could I really sacrifice a big win, and all it would mean to the company, on the altar of a principle? On the other hand, there was something gnawing deeply at my belief system. Whether or not the people at Altria saw it as a conflict, David and his team didn’t seem able to honor the fact that we did.
Ultimately, I felt that this was flat-out wrong and the advisors should not participate in the process. There was a conflict, and for us to go forward, they needed to go away. So I called David and made my case. I told him that although Altria didn’t see the situation as a disabling conflict, LRN felt very disabled by it. We felt we would be unable to come to a meeting and be open and transparent, to discuss our strengths, weaknesses, and future plans in a candid way, or tell Altria everything it needed to know to understand who we were.
David took me seriously, but he told me that he had spoken to others about the issue and that he and his group felt they were going about this in an appropriate way and that was the way it was going to be. “I wasn’t the sole decision maker, but I was the senior person on the team,” David said. “I was so convinced that I would make the call on the merits and lead the team on the merits that, while everything Dov was saying was theoretically correct, I felt that if LRN was