B&B Transcript Friday 2/1/02

 

 

The Bold & The Beautiful Transcript Friday 2/01/02

By Linda
Proofread by Becky

Massimo: I told you that Ridge would find a way to outmaneuver you. And now, he has.

Rick: He can't.

Massimo: Your mother gave him her proxy. Ridge controls her vote on the board.

Rick: He may be able to get control of the board, but he cannot get control the company. Mom still owns 51% of the stock.

Massimo: You are not listening to me. I told you, if Ridge uses her votes to shift the power to the board, that stock becomes irrelevant.

Rick: That's not the way Forrester works. The majority stockholder is the ultimate authority. It's in the company bylaws.

Massimo: The bylaws can be changed, Rick. All it takes is one vote. One unanimous, irrefutable vote and Ridge could never be removed as CEO of Forrester creations.

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Ridge: As you know, Forrester Creations is in a period of transition. We've made some positive changes to our product lines. We've tightened up our financial structures. But now we need to go further. It's time to regain control of our company.

Thorne: Yeah, but the question is, Ridge, how are you gonna do that?

Ridge: Jonathan has already drafted the resolution. All we have to do is ratify it.

Kristen: You want to change Forrester's bylaws?

Ridge: To turn it back into a true family-run business. The way our mother and father intended it to be, yes.

Kristen: Ridge, it is a family business. Just look around this table.

Ridge: Yeah, we all sit on the board. We all draw our salaries from Forrester, but this isn't our company. The control of this company is in Brooke's hands because she owns most of the stock. Well, that has to change.

Kristen: Well, Brooke isn't going to just give up her stock.

Ridge: She doesn't have to. Jonathan, you want to explain?

Jonathan: When Forrester Creations was formed, the articles of incorporation stated that control of the company lies in the hands of the majority stockholders. Regardless of who sat on the board, whoever controlled 51% or more of the stock would direct the future of the company. Now, at that time, it seemed the safest way to protect the integrity of the company. No one ever dreamed that you would lose control of the stock.

Eric: But we already have lost control of the stock, Jonathan. We can't get it back.

Jonathan: But we can regain control of the company. Since Brooke is incapacitated, you have the opportunity to change the articles of incorporation, the very document that gives Brooke her authority. But I would stress -- time is of the essence.

Ridge: Which is why I scheduled this meeting now.

Thorne: You want to vote on this now, Ridge?

Ridge: We can't wait on this, Thorne. If we're going to move on this, we have to do it before Brooke comes back and before Rick gets a seat on this board. So, what do you say? Dad?

Eric: Well, it's a very interesting idea, Ridge.

Ridge: It's more than interesting. It's absolutely incredible. After all this time, everything that you and mother have been through, all the sacrifices our family has made -- we can now regain control of this company, today. Right now.

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Deacon: You can do this. You can do this, just -- get her to come back to L.A. And stop Ridge from getting the company. God, you look so beautiful.

Brooke: Deacon.

Deacon: You're really showing. Our child.

Brooke: I thought I told you not to come up here.

Deacon: I had to.

Brooke: I know you're concerned about me and this company, but, Deacon, it's just too hard to see you.

Deacon: Brooke, this is hard for me, too. I mean, I think I can handle it. And then I get next to you, and something comes over me.

Brooke: Don't.

Deacon: I'm sorry.

Brooke's this is why you came up here --

Deacon: No, no, it's not. This is about Forrester. Brooke, Ridge is up to something. And I don't know what it is, but if my instincts are right, it's bad. Brooke, it's real bad. I think it's got something to do with this.

Deacon: I saw ridge rifling through your filing cabinets. He decided to make himself a little copy of this. So I did the same thing. Brooke, I gave Rick the original.

Brooke: I'd forgot all about this.

Deacon: Yeah, well, obviously, he hasn't.

Brooke: But how would Ridge know about this? I never told him.

Deacon: Brooke, this guy is on the warpath, all right? I mean, he's hell-bent on keeping Rick down. Maybe that's what this is about. But if it were me, if I was Ridge, I'd want to shut that kid down and I'd want to shut him down for good. What's the best way to do that?

Brooke: Taking control of the company.

Deacon: Exactly. Why the hell else would he need power of attorney?

Brooke: "In the event that I am unable to exercise my majority voting rights and function as CEO of Forrester Creations due to mental or physical incapacity, I, Brooke Logan, hereby designate ridge Forrester to exercise said rights and duties in my absence." Well, that doesn't make sense. I already made him CEO, he doesn't need this document to control the board. So why does he need my vote? What is he up to?

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Massimo: It's brilliant. It's brilliant.

Rick: Ridge can't just change the way the company is structured. He has to draft an amendment, convene the entire board and put it to an official vote.

Massimo: Yes, and now that he has your mother's proxy, that's exactly what he's going to do. He's probably calling a meeting as we speak.

Amber: We have to get over there.

Massimo: Only a board member can refute the vote.

Rick: Then I'll talk to dad or Thorne. They won't let Ridge shut mom out of her company.

Massimo: You don't get it, do you? In their minds, it is not your mother's company, Rick. It's theirs. And what Ridge is doing is completely justified.

Amber: But this isn't justice. This is highway robbery. Brooke -- she's only on leave, and she's coming back.

Massimo: And if she doesn't get back today -- it's probably going to be too late. You and your family are going to be completely powerless.

Rick: There's got to be something we can do. We can't let this happen.

Massimo: Call your mother. Tell her to get to Forrester as soon as she can. She has got to be at that meeting.

Rick: Mom is in Ojai. She will never get here in time.

Massimo: Well, then you stall until she gets there. This is imperative, Rick! If that board changes the bylaws, it is over! You have got to stop that vote!

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Ridge: Dad, we can do this. We can regain control of Forrester.

Eric: Son, I know it seems plausible. The board has made several changes in Brooke's absence, but altering the articles of incorporation requires more than a majority vote. It has to be unanimous.

Ridge: Mother's already given her consent. She faxed her proxy to Jonathan this morning.

Eric: Well, what about Brooke? We need her vote, too.

Jonathan: Look, on a decision of this magnitude, all the board members must concur.

Kristen: Brooke will never agree to this. She's not even here.

Taylor: She doesn't need to be.

Ridge: When Brooke became CEO she signed a document designating her power of attorney. That document states that if she becomes incapacitated and is no longer able to function as CEO, her votes can be cast by her proxy.

Thorne: But we don't know who her proxy is.

Ridge: Yes, we do. She chose me.

Thorne: Ridge is going to vote on Brooke's behalf.

Ridge: That's right, I am.

Kristen: Is that legal?

Jonathan: Clearly, Brooke has not been functioning as your CEO. Now this document, which Brooke signed and had notarized, gives ridge every right to vote on her behalf. I don't think any court in the country would dispute it.

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Brooke: You know, Deacon, this might just be some kind of misunderstanding.

Deacon: Right, Brooke, like canceling the bedroom line, huh? Or putting Taylor on the board? Hey, this guy is not looking out for your best interests. He doesn't give a damn about you. He's got his own agenda right now, Brooke.

[ Phone rings ]

Brooke: Hello.

Rick: Mom, it's Rick. Listen, you have got to come back to L.A. Ridge has gone too far. If you don't get back here today, he's going to take over the company.

Brooke: But he can't.

Rick: Yes, he can. He has your power of attorney and he's going to use it to change the company bylaws.

Brooke: He's going to put the board in control. Which is made up of Ridge and his family.

Rick: And you. But right now, Ridge controls your vote. He's probably calling a board meeting as we speak. Now, I'm gonna call Connor. I'm gonna go over there and I'm going to do my very best to stall that vote. But you are the only one who can change it. You have got to get down here.

Brooke: Okay. Okay, I understand. Damn it.

Deacon: Brooke, what the hell did he say? Tell me now.

Brooke: It's true. Ridge is making a run for the company. And Rick wants me there right now.

Deacon: Just relax. I'm gonna get you there. Let's go.

Brooke: No, no. I can't go down to that meeting. Look at me. They're going to know that I'm pregnant.

Deacon: Brooke, you have to go there. You can't let this happen.

Brooke: You're right. Nobody is going to steal my children's legacy -- nobody.

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Thorne: Jonathan, do you think we really can get away with this?

Jonathan: It's completely legal.

Kristen: Okay, so it's legal. But you know how Brooke would react. This is not what she intended when she gave you her vote.

Ridge: Kristen, she gave me her vote because she knew I'd do what was best for the company.

Kristen: Taking it away from Brooke and her children and giving it to us?

Jonathan: Technically, that isn't true. Brooke will still own her share of the company and will receive 51% of the distributed profits. She simply will not be able to control any decisions made by the board of directors.

Kristen: Hold on. None of this can happen unless Brooke is truly incapacitated. Come on, ridge. I'm asking you, and not legally, but personally. Do you think she is?

Ridge: Kristen, she knows the changes I've made. She could have contacted me. She could have contested them. She could have come back to work, but she didn't. Yes, I believe she is incapacitated.

Taylor: Kristen, if Brooke were capable of running Forrester, she'd be here right now, believe me.

Ridge: But she's not.

Thorne: Well, I guess I'm okay with this.

Kristen: What about Rick? He wants to be involved in this company.

Ridge: And he will be, Kristen. Rick and Bridget will always have a place here at Forrester. Under my control, they'll reap their share of the financial rewards. But this is our birthright. This is our legacy, Kristen. Our parents created this company for us -- you, me, Thorne and Felicia. And now -- now we're going to take it back. Look, I am not discounting Brooke's contribution. She's done a lot for Forrester, but I have dedicated my life to this company. I could have gone out and started my own house of fashion when Brooke took control. But I didn't do that because I believed in dad's vision. And I now have a chance to keep his dream alive, to bring Forrester back to its full glory. So now, I want to put it to a vote. Who wants to see our vision flourish? Who wants to see Forrester back where it belongs?

Megan: Ridge, I really think that Brooke deserves -

Ridge: Megan! I'm not interested in what you think. Record the vote.

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Brooke: How could Ridge do this to me? I already made him CEO.

Deacon: Don't worry, Brooke. It's not going to happen. We're not going to let him get away with it.

[ Phone rings ]

Brooke: Rick?

Connor: No, Brooke. It's Connor.

Brooke: Connor, have you talked to Rick yet?

Connor: Yeah. He told me what's going on at Forrester.

Brooke: Can Ridge really do this? Can he put the board in charge?

Connor: I don't know.

Brooke: Well, I'm not incapacitated, Connor. I just took a leave of absence.

Connor: Okay. Listen to me. I need you to call somebody at Forrester, right now. Call somebody and give them an assignment.

Brooke: Who?

Connor: Megan, George -- anybody. It doesn't matter.

Brooke: Why? I don't understand.

Connor: I'll explain it later. Just do it. Make the call. Now, Brooke, before it's too late.

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Massimo: Rick can not let this happen. Ridge has got to be stopped. If he takes over that damn company, he'll never reach out to me. He'll never -- he'll never take over Marone industries. My god -- he'll never know his father.

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Ridge: We're voting now. It's time to take back our company. To take it into the future. To make it the family-run business it was originally meant to be.

Rick: Now, wait just a minute.

Ridge: Rick, we're in the middle of a meeting here.

Rick: I know. I know what you're doing, Ridge, and it's not going to work.

Ridge: This is a closed session. Board members only. You and your wife have to leave.

Amber: We're not going anywhere.

Ridge: Fine. We're almost through here. Make yourself cozy.

Rick: You guys haven't voted yet? He told you what he's trying to do. He has mom's power of attorney. He's trying to take over the company.

Ridge: What do you know about this, Rick?

Rick: You know, that's really dirty, man. Mom's out of town for a few weeks and you convince them that she's incapacitated?

Ridge: Who told you that?

Rick: Well, that's the truth, isn't it? You're trying to use mom's vote to change the company bylaws. You're going to change power from the majority stockholder to the board of directors.

Ridge: How the hell do you know that?

Rick: It's not going to work, Ridge. Mom won't let it.

Ridge: It already worked, Rick. The decision's been made. I want to hear a vote right now. All those in favor of changing the articles of incorporation say aye.

Rick: No.

Ridge: Taylor?

Taylor: Aye.

Ridge: Thorne?

Thorne: Rick, look, I -- I know this is hard for you to understand, okay? But it's the right thing to do. Aye.

Rick: Come on. This is crazy.

Ridge: Rick, if you can't keep quiet, I'll have you removed. Kristen?

Kristen: Aye.

Ridge: Dad?

Rick: Come on, dad. Don't do this. Mom is on her way. She will be here any minute.

Eric: Rick, stop. Look, I'm sorry, son. You and your mother and your sister will always have a place here. But Stephanie and I started this company from nothing, and I think it's perfectly appropriate that Ridge be the one to run it. Aye.

Rick: This is ridiculous!

Ridge: It's done, Rick. As CEO of Forrester creations, and on behalf of Brooke Logan, I hereby cast the final votes. Aye and aye. This motion is passed. The bylaws of Forrester creations are now officially changed. The board of directors is the ultimate authority -- one vote per member, regardless of equity in the company. Well, congratulations, everyone. Forrester creations is back in the hands of the family. Our vision has been restored. For the first time in years, the office of CEO is now irrevocably mine. All mine. <

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