How - Dov Seidman [111]
I consulted with the LRN team. There was a lot at stake on what we would do, not just for the company abstractly, but for individuals and their livelihood. I made the decision to formally notify David and Altria that we were withdrawing from the process. It was a painful and difficult decision. I sent a letter to David. I tried to be very careful in the letter to not impugn his integrity or be critical of David or Altria or its leadership. I said simply that I felt that there was a conflict that was disabling, that we’d thought deeply about it, and that based on our values, beliefs, and the constitution of our company, we felt withdrawing was the right thing to do.
“At the time, I was shocked,” David said. “I didn’t understand it. I felt very strongly about my fairness and ability to run a fair process and do the right thing for the company. I just could not accept that the words meant what they said. It felt irrational because not only did LRN have a full shot, I thought it might win. I didn’t know what was really behind it; I just felt like it was a story that I’d probably never get to the bottom of. Then it occurred to me that it might be a tactic, that by calling our attention to these problems, LRN was trying to control some part of the process, to put us a little bit on the defensive and gain an advantage. Maybe LRN was attempting to differentiate itself by being smart. It never occurred to me to think it was simply a principled stance.”
In response to the letter, David reached out to me. “I thought it was my obligation to Altria to not let one of the quality companies withdraw from the process,” David said. The call impressed me; the letter didn’t ask for it and he didn’t need to make it. I said, “We withdraw,” not “Call me if you want to discuss it.” During the call, however, David got upset and at one point asked me if I was impugning his integrity. Perhaps because he thought we were just being clever, he began to find my position insulting. I took great pains to point out that I was not personalizing the situation, and that it was about LRN’s belief system and not his integrity. LRN simply felt compelled to withdraw. “It was hard not to take personally,” David said. “I was starting to get the message that here I am, the chief ethics officer, and in essence it’s being pointed out to me that at least some people perceive something I’m doing has the appearance of a serious conflict of interest. It made me uncomfortable, defensive, or at least self-justifying and, you know, any number of other adjectives.” We ended the conversation agreeing to disagree, and left it at that.
In retrospect, I think we failed to humanize each other at that time. That’s too common in business; people see each other as human doings, not human beings. At that point, I saw David as a businessman, the type of guy who, when he got off the phone, went on to the next task. I didn’t realize that he was the kind of guy I could hurt or easily insult. Conversely, he probably didn’t see me as the kind of guy who anguished and lost sleep over a principle. “I think I saw you as a walking balance sheet,” David said, “or a profit-and-loss statement. I found it hard to believe or accept that we had really offended any values or important LRN standards.”
A couple of years went by. Altria picked a vendor. There was a lot of loss in the situation, for both LRN and Altria. I felt their pick should have withdrawn as well, and in my dourest moments I thought that maybe they kind of deserved each other. “I took the position that life is long,