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[En-tête de Nutter McClennen & Fish]

May 9, 1941
Professor Georges P. Doriot
Harvard Graduate School of Business Administration
Soldiers Field Cambridge, Massachusetts

Dear Georges:
I am jotting down below various topics and some comments by way of reminder in preparation for your conference with Mr. McPherson.
By the way, his name is G. W. McPherson, and he is Counsel to the Custodian whose department is a subdivision of the Department of State of the Dominion of Canada. His associate, who will undoubtedly not be with him but with whom I have dealt and who has a much narrower point of view than McPherson, is one Beckett. The appointment is at the Waldorf-Astoria at 8:30 on Saturday morning, and it is understood that you will, on arrival at the hotel, telephone Mr. McPherson's room. He probably will have had breakfast, but of this he could not be sure. Therefore, it is rather to be assumed - although this is not certain - that this will not be a breakfast appointment. Here are a few comments:

Vichy. You will recall that I reported through Miss Jackman that early in my talk in Ottawa last Tuesday, in a rather critical way, McPherson said that his investigation had indicated that you were pro-Vichy. I laughed it off in a general attitude that it was as unimportant as whether you parted your hair on the left or the right side, and I immediately said that I did not know about that but that I did know that you had lived in America nearly twenty years and that you were an American citizen whereas I did know that Randall was and still is German. He dropped the comment at that point. I concluded that Ludi had made some comment which he thought would place you in an unfavorable light with McPherson in this connection. I did say that you had for years known many prominent men in France, and as a matter of fact Mr. Reynaud was a very close friend of yours. I also indicated that you were well known to the Worms people.

Source of the Funds
At one time or another they have asked me how the funds were transmitted physically from Europe, whether they were shipped by Imafiza to you personally or just how they did come over here.
I told them that I did not know the exact details; that the people on the other side thought of anything in the North American continent as America; and that although some funds may well have been sent to Montreal rather than New York it was probably because it was more convenient with the office set-up that you had established in Montreal to handle the funds. On the other hand, I said I thought that part of the Securities and a small amount of the cash had come from Amsterdam or somewhere to Brown Brothers in New York. I had, of course, always soft-pedalled the fact that at one time a good deal more of the funds were in Canada that at the present time. I think the foregoing is important only as indicating that Ludi has stated that the funds were sent to him rather than to you, and therefore he and not you is the key man.

Ludi's Introduction to the Situation
My position on this has always been that I understood Ludi had gone back to France some time after he had come here, and that at that time he made or renewed his acquaintance with some of your friends there, and that, therefore, on his return, based somewhat on your prior acquaintance with Ludi and on the recommendation of the people on the other side, you were content to have him in the posture as the man to run the mechanical end of the situation. This again is important, I think, only as Ludi has probably intimated or stated that he and not you was the person selected in Europe to head up the situation on this side.

Dealings hereafter in relation to assets in the United States
The most desirable arrangement which we could work out with the Canadian Custodian would be one under which he withdraws any objections with relation to Eastern Provinces' assets in the united States} providing each transaction is one approved under license by the United States Foreign Funds Control. I think it possible that he might go this far. However, the next best move is one under which each transfer is approved also by the Canadian Custodian. The difficulty with this later alternative is that the Canadian Custodian will probably be less liberal in connection with the transfer of the children's funds than will the United States Custodian. The United States authorities are dealing, of course, in larger figures, and their whole point of view is a broader one than the Canadian's. I doubt that this point will come up for consideration at this time.

Transfers
McPherson have been very critical of Ludi in making any transfer of assets. At some time in the past since Canada entered the war at one stage he pointed out that Ludi had violated the law and, of course, he could prosecute him criminally. I hastened to say that I had no desire for harm to come to Ludi, but that our only desire was to set that the funds were taken care of and that you were permitted to take care of the moral and legal obligations to the utmost of your friends in Europe.
He has never joined you as an object of criticism on this score. If he should criticise you in this relation, I assume that the answer is that anything that was done was done pursuant to instructions from overseas, and that Ludi, posing as an expert on Canadian banking transactions, interposed no suggestion but that it was wholly in accordance with Canadian law and regulations.

Canadian set-up for the Future
In my next-to-the-last conference with McPherson, I suggested that our idea of handling the Eastern Provinces' setup was as follows:
The Canadian directors should be eliminated, leaving you, Miss Jackman and Mr. McLean. An arrangement would be made with a Montreal or Ottawa accounting or law office so that the technical head office of the Company might be any such accounting or law office. Mail received at this head office would be forwarded to Boston. Miss Jackman, as assistant treasurer, would maintain in our office a single room which would be an Eastern Provinces' room and in which original records of the Company would be kept. To the extent that under the Canadian law the original minutes and principal books of account must be kept in Canada, photostats of these would be taken off for Boston and original records would be placed in the vault in Montreal for safety's sake.
We may have to retreat somewhat from this position. For example, I have already indicated that although it will not be agreeable to you under any circumstances to have Ludi retained in any capacity in relation to this Company, and that Kemp is of no help although he is entirely honest and sincere, (he is, in fact, a stooge of Ludi's) we would nevertheless, be very happy to have Mr. Paterson remain as a Canadian director, and if McPherson feels that we should have another director or two from Canada, we would be glad to have in that capacity persons approved by him. I am hoping that we can keep to a minimum the Canadian directors, and that McPherson will be satisfied that any check-up that he should have on the Company should be through Hawthorne or through some other Canadian accountants whom he has designated rather than through the representation or control of Canadian directors.

Immediate Steps
The attached copy of the letter that I received today from McPherson was, of course, written before my telephone conversation with him yesterday. On the whole this is a very pleasant letter. He clearly states that he will at least contact and advise us - and Ludi too - before any actual steps are taken in relation to the future operations of Eastern Provinces. I am hoping that my last talk with McPherson, as well as yours on Saturday, - will leave the situation in McPherson's mind that he will look to Hawthorne's report solely for financial data, and not to any of the factual background as to who is who in the picture. I should think it would be very helpful if you could obtain McPherson's assurance that as soon as he has examined the report he will confer with you and me before taking the matter up with Ludi, - except, of course, as he might simply tell Ludi that he plans at, the postponed annual meeting of stockholders not to retain him in any capacity.

General Approach
The substance of my approach to McPherson has been that although I recognized that there is a dispute here present, nevertheless the dispute is not between partners but between employer and employee. We ask only that the Custodian cooperate with the employer, and sole stockholder, in permitting him to carry out his program in view of your responsibility to people in Europe. We believe it fair and reasonable that he should permit you to do this except if you show yourself to be other than honest or intelligent. To permit Ludi to dominate the situation by veto power or otherwise is to thwart the wishes of the ultimate owners and tie the hands of you in whom trust was placed. Ludi has no standing except as your subordinate. Even though it might be established that he is honest and intelligent, he is not an alternative choice. You are at least entitled to nominate the person to operate the situation so long as -or until - you select persons satisfactory to the Custodian.

February 1941 Directors Meeting
In respect of one situation, we expressly accuse Ludi of dishonesty. The American directors present, namely you and Miss Jakman - Mr. McLean being absent - would not, and did not, approve the compensation basis which Ludi set up in the draft record and which he referred to in the directors' report submitted at the stockholders' meeting which Beckett attended. That matter was expressly not acted upon at that meeting, and details of what Ludi would like to have accomplished were discussed with him by me even after the meeting had broken up. One very practical reason why you were unwilling to let that matter come to a vote was that you and Miss Jackman would have become outvoted by Paterson, Ludi and Kemp. You felt that Eastern Provinces should be operated on a cost basis rather than pursuant to a contract with Canopa, and had you let the matter come to a vote on that day, you probably would have been voted down. The revolt in the ranks was first displayed at that February meeting. Until that time Ludi had never openly questioned your authority; in fact, at the meeting in your National Can Company office in relation to the Schwarzkopf investment, he expressly recognized your authority as final. At the time of that recognition, McLean, Els and I were of course present.
Sincerely yours,