A large granite slab served as conference table, surrounded by high-back leather chairs which tilted dangerously when the Judge lowered his bulk into one, causing him to jump forward to the edge of his seat lest he fall backwards. He felt awkward, tired, and still too hot. The air-conditioning didn’t seem to work in the conference room any better than in the Happy Ending.
Alan Clark settled in on the Judge’s left, next to Rosa Cervantes. Rosa looked more formal now in a pantsuit of grey, cut so tight that every crease and fold of her body seemed on public display. Her black hair was swept up into a long trail curling down one shoulder. She showed a smile filled with a row of perfect white teeth, first at Alan and then at the Judge, leaning forward to shake the Judge’s hand again, the Judge unconsciously drawing his fingers back quickly lest she bite.
Next to Rosa sat her brother, Roberto. He looked as hung over as the Judge felt, large circles under his eyes, and a certain greyness to his skin making him look older than his thirty years. To the Judge’s right, at the head of the table sat Luis Cervantes, tall, thin, tense, a slight victory smirk on his face. He was dressed in tan slacks and blue blazer over a starched white dress shirt, custom made with an enormous collar, open.
Across from the Judge sat old Pablo Cervantes, his eyes closed, one empty chair separating him from the head of the table and Luis, as if a divide. He wore a colorful madras shirt above black slacks. The Judge could hear his faint purring across the table as he slept, and he wondered who picked old Pablo’s clothing out for him.
Next to Pablo sat Miguel Cervantes, the surviving brother to María and Ana, his eyes sad and downcast, his mind somewhere else. Perhaps reliving happier times with his deceased siblings.
At the other end of the table sat Juan Moreno, the company’s corporate lawyer, upright and alert, his sharp eyes already studying the assembled surviving board members, calculating advantage behind his glasses. Behind him, in a chair against the wall, sat Chief Inspector Garcia, his flip-top notebook open to take notes.
Luis obnoxiously pounded his pen against his water glass with venom, startling the room, shaking Pablo out of his nap with a start.
“Shall we begin? I have called this emergency meeting of the board, and I move that I act as chairman of the meeting. Do I have a second?”
“Seconded,” said Rosa on cue.
“All in favor raise their hands.”
The hands of Luis, Rosa and Roberto went up.
“Any opposed?”
The hands of Pablo and Miguel went up.
“Motion carried. Now, since we lost our CEO and our CFO yesterday, I move that the following officers be elected, effective immediately:
Myself, Luis Cervantes, Chief Executive Officer and President.
Rosa Cervantes, Secretary.
Roberto Cervantes, Chief Operating Officer.
Myself again, Luis Cervantes, Chief Financial Officer and Treasurer.”
“Seconded,” exclaimed Rosa, again on cue.
“All in favor raise your hands.”
The vote was the same, Luis, Rosa and Roberto voting for, and Pablo and Miguel voting against.
“Well, I am glad that’s settled,” said Luis, satisfaction written across his face.
Alan Clark turned to the Judge and whispered, “Does that do it, Judge? Is Luis now in control?”
“Point of Order, Mr. Chairman,” said the Judge, his gravelly voice echoing around the room, all heads turning. The corporate lawyer, pen suspended in the middle of writing a note, leveled his eyes at the Judge with antagonism.
“How are the shares of the corporation held now with the loss of María and Ana? Did they have a controlling bloc, and who do those shares go to now?”
Luis frowned, his eyes turning to their lawyer, unhappy someone was raining on the parade.
Moreno leaned forward in his seat, on the spot now. Darting a hateful look at the Judge for stealing his thunder. Clearing his throat. Deepening his voice as befitting an abogado.
“Well, yes. Technically before yesterday, María held 11.1 percent of the voting stock, Ana owned 11.1 percent of the voting stock, Miguel owned 11.1 percent of the voting stock, and Pablo owned 33.3 percent of the voting stock. Pablo, María, Ana and Miguel typically voted together, creating the working majority bloc. Rosa, Roberto and Luis each owned 11.1 percent.”
“But who gets the stock that was held by María and Ana?” asked Rosa.
“That’s the interesting part,” said Moreno. “María didn’t have a husband or children, so she left her stock in trust to a charity. Ana left a small part of her stock to her ex-husband, and the balance in trust for her daughter, an artist in Mexico City.”
“So, what’s that mean?” asked Luis.
“Here’s the important part: recall that as a condition of the original transfer of the shares of stock to each of you, and to María and Ana, you all had to sign a Restricted Stock Agreement. That was specified in the wills of each of the two deceased founders, José and Antonio Cervantes.
That agreement provides that upon transferring your shares, by sale, by gift, upon foreclosure, or in this case upon death, your shares may be transferred, but the voting rights for your shares transferred cease for a period of five years. In the law, we say that the shares are being ‘sterilized’ for a period of time because they lack voting rights. So, the shares of each of you in this room continue to have voting rights, but María and Ana’s shares are no longer voting shares.”
“So what percentage of the current voting rights of ASAM do each of the people in this room own?” asked the Judge.
“The shares held by Miguel, Rosa, Roberto and Luis, each represent 14.2 percent of the now outstanding voting shares. The shares held by Pablo represent 43.2 percent of the now outstanding voting shares.”
The silence that followed was thick. Finally, Miguel spoke up.
“So, Luis, you, Rosa, and Roberto, voting as a bloc, have together only 42.6 percent of the voting shares. Pablo and I still control the corporation, as we hold 57.4 percent of the voting shares.”
“No!” hissed Luis, losing all control. “That’s bullshit. That’s not right. That can’t be.”
“I’m afraid he has a point, Luis,” said Moreno.
“But we’re the established board. We have control. I’m not calling any shareholders’ meeting to elect directors.”
The Judge said, “Typically the bylaws give any minority shareholder with a significant interest the right to call a new shareholders’ meeting to elect directors.”
“And it’s the case here,” said Moreno. “Besides, Pablo and Miguel acting together constitute a majority of the voting shares and can clearly call such a meeting.”
“And that’s what I’m doing,” said Miguel. “I’m giving you all notice I’m calling a shareholders’ meeting for fifteen days out, here, in this room, at ten a.m. You’ll receive a written notice, sent out today by mail and email.”
“Is that legal?” Luis’ voice was going falsetto now as he rose from his seat, glaring at Moreno.
“I’m afraid it is.”
Luis slumped back in his chair, despondent.
“Are your shares restricted like this too, Pablo?”
“Pablo nodded his head affirmatively.”
“What happens to your shares when you die?”
“I have no kids, no wife, no heirs. In accord with my deceased brother’s wishes, one half of my shares go to José’s descendants, which now would be Miguel, and Ana’s daughter in Mexico City. And one half to Antonio and Jorge’s descendants, which would be Luis, Rosa, and Roberto. But the shares are sterilized on transfer, no voting rights, for five years, just like yours.”
Again, there was silence in the room as this information was digested.
“That would still be better than now,” said Luis, turning back to Pablo. “Are you going to die any time soon, Pablo?” His voice was flat.
Pablo blinked. Uncertainty showing in his face. He looked over to Miguel for support.
“Was that a threat?” asked Miguel, stabbing a finger at Luis. “Are you threatening to arrange for Pablo’s death, just as you did for María and Ana?”
The meeting immediately descended into a shouting match, angry voices filling the air, making the Judge’s head hurt. He stood up and walked out to the sanctuary of the corridor. Alan Clark rose and followed, allowing the conference room doors to shut behind them, closing out the flying invectives.
“This family is a little crazy,” said the Judge.
“A little?” Alan raised an eyebrow.
“I don’t think I can help you with any legal work here on your contract, Alan. At least until they decide who is going to run the corporation. And that may take a while.”
Alan nodded. “I’m trying to stay neutral, Judge. But it’s a tough balancing act. Also, I have an invitation for you and Katy.”
“An invitation?”
“Yes. To a very swank cocktail reception for the Lieutenant Governor of the State of Baja California Sur, tonight, over in Palmilla. They’ve asked me specifically to invite you and your lovely wife. Apparently, word of a famous California judge in their midst has spread. Will you come?”
The Judge was trapped, and he knew it. Katy would give her eye teeth to go, and if he declined she’d sooner or later hear about it. Then he’d be in big trouble. The last thing he wanted was to use one of his few nights in Cabo to swan around some foreign cocktail party where they probably didn’t speak English. But he was stuck.
“I’m sure Katy would love to go,” he said.
“Great, Judge. Let me pick you up. Say nine p.m. in your lobby?”
“Okay.”
Rosa stormed out the doors then, pointing a finger at the Judge, hissing “You should have kept your mouth shut, shit head. Now look what you’ve done.”
The Judge spread his hands, palms up, expressing his bafflement. He suspected she needed someone to blame. He was handy.
Roberto and Luis walked out next, followed sixty seconds later by Old Pablo and Miguel, and, hidden behind them because of his height, Chief Inspector Garcia. Garcia walked up to the Judge for consultation, waving a small floppy notebook in which he’d been taking notes. “Most interesting recriminations, Judge.”
“Yes, but do they get us any closer to a murder suspect? Has your office made any progress in determining what happened?”
“Some. They both appear to have been incapacitated with a chemical agent, perhaps in aerosol form, partly pepper spray and partly some other agent. Some chemical we suspect would have disoriented them. We just don’t know what the other substance was, or how it was administered, or by who. Listening to the acrimony in this board meeting, maybe we heard the why.”
Moreno, the company attorney, came out, locking up the conference room doors and slinging a briefcase over his shoulder. The Judge turned to him as he passed. “Counselor, if I may ask, who is ASAM’s transfer agent?”
“Why?” asked Moreno.
“Just a thought I had. I suppose it’s of public record somewhere if you don’t want to tell me.”
“He wants to tell you, don’t you, Señor Moreno?” said Garcia.
“Of course,” snapped Moreno. “It’s an outfit called All-Mexico Stock Transfer Company in Mexico City.”
“Are there any other arrangements or agreements regarding ASAM’s voting shares, like a voting trust agreement, or a proxy coupled with an interest, or an out and out transfer of voting rights while retaining the equity interest represented by the shares?” asked the Judge.
“Not that I know of.”
“Thanks, Mr. Moreno.”
Moreno walked away.
“So, what else do we know so far about these deaths, Garcia?” the Judge asked.
“Just that chemicals were used.”
“What about the cuts on the arms and hands?”
“No sign of plaster, paint or wood splinters in the wounds.”
“And you’re sure no one else was on the roof?”
“Yes.”
“A puzzle.” Said the Judge. They walked out into the heat together, the Judge feeling as though he’d just walked into the center of a hot-air balloon.
“We are going to interview Luis Cervantes at his ranch later this afternoon, Judge, you and I.”
“Now wait a minute, Garcia. I’ve already given up enough of my vacation.”
“This will be our last interview, Judge. I’ve already interviewed Pablo Cervantes. But I must insist you attend. I’ll pick you up at three p.m.”
The Judge shrugged, then nodded his head in weary acceptance, wishing he and Katy had gone to the Hotel Coronado for their vacation as they’d originally planned. Declining Garcia’s offer to give him a ride to his hotel, he’d already seen way too much of the obnoxious little man, he flagged a cab with semi-working air and sped homeward for Katy and his air-conditioned hotel room.
CHAPTER 19
At 3:15 in the afternoon the Judge was rattling north through the back streets of Cabo, the Chief Inspector at the helm, displaying no better aptitude for driving than he did for inspecting. They paralleled the Pacific Coast for a while past the outskirts of town, then cut onto a bumpy dirt road, wafting a trail of dust behind as they climbed up a ridge and down its backside toward the beach. An old masonry wall appeared with two large carved doors set in its center, blocking the road. Garcia got out and identified himself at a squawk box. The doors swung open remotely, revealing a large expanse of verdant lawn, and a putting green, wrapping around two small lakes, one larger with a fountain, one smaller with an assortment of ducks and two swans who watched the car suspiciously.
The road was cobblestone now, meandering around one lake and then the other, then through a thick strand of bamboo and flowering plants that looked like a mini-rainforest, coming out on the other side to expose more sweeping lawns lined with palm trees, leading straight for one hundred yards to a turn-around centered with a large bronze of a boy riding a dolphin, splashing water down into the surrounding pond. The pond was filled with sleepy looking koi who watched the Judge with indifference, too lazy to move, as he got out of the car and peered at them.
At the other side of the turn-around sat a magnificent old Spanish-style home, its back to the adjacent beach and tide pools, all whitewash stucco and red tile. The house was two-story, with several dark wood balconies jutting out from second-story bedrooms. It was anchored on the left by a separate six-car garage with guest house over, and on the right by a fenced paddock with two thoroughbreds munching grass, ancient stables visible in the distance.
Luis Cervantes knew how to live.
As they stepped onto the porch, the front door opened, and a man beckoned them in, apparently a butler by the cut of his outfit. He identified himself as Andrés. The butler and Garcia spoke in Spanish for a minute, then the butler ushered them in, through the grand hall, across a formal dining room at the back of the house facing the ocean, out across a red tile patio and around an infinity pool, then down steps to the sandy beach. “Luis is snorkeling in the lagoon,” said Garcia. “He’ll be out shortly.”
The butler gestured to a mosaic table and four chairs on the sand above the light surf, snuggled under the shade of a large yellow umbrella, and took drink orders.
“Dos Equis. Chilled!” said the Judge.
A man was slowly snorkeling across the small lagoon created by two rocky ridges running into the sea approximately one hundred yards apart, the one to the right curving around to blunt the face of the swells rolling in from the Pacific. He was obviously enjoying himself. He must be really cool, thought the Judge with more than passing envy, pressing his beer to his temple. He wished he’d worn his shorts. He could have waded.
Garcia and the Judge watched Luis snorkel for a few minutes, each lost in his own thoughts. Garcia likely thinking about his case, sweating how he would solve it and placate his chief. The Judge thinking about his romp with Katy the night before, wondering when he’d be cut loose from this babysitt
ing duty and allowed to return to his vacation.
Suddenly there was commotion on the water. Luis came up from his floating belly position suddenly, upright in the water, kicking his legs like mad to raise himself higher in the water, whipping his tube and mask off, then flailing around with it in the water, cursing. He dove under the water, touching sandy bottom, then pushed off and up, squirting out some ten feet closer to shore, putting his head down in the water, swimming with all his might.
He gained his footing as the bottom shallowed, then kicked out with one leg behind him before charging through the water for shore at a dead run, yelling for Andrés at the top of his lungs.
The three ran down to meet him, Andrés leading the way. Luis flopped down on the wet sand just above the tide line, nursing his leg, which was ribboned with blood.
“Something attacked me,” he gasped through clenched teeth. “A whole school of something. Piranha or something, swarming around, ripping pieces of flesh off my leg, trying to squirm up across my chest to my neck.”
The Judge looked at Luis’s left leg. It was pock-marked with bites, perhaps ten or so, nasty gaping little wounds where small chunks of flesh had been torn away. There was something odd about the pattern, what was it? The Judge’s thought was interrupted by the need to move Luis to the shade. Garcia was too short, so the Judge and Andrés each got under one arm and helped Luis hobble over to the table and chairs and the shade. He collapsed, gasping.
Andrés ran to the house, returning with gauze bandages and disinfectant. Luis’s leg was cleaned. Andrés pulled a sharp white bit of tooth out of one wound, and put it on a nearby plate. The Judge picked it up and examined it. It seemed to be a tooth all right, all white, sawed and jagged at one end. But its weight felt wrong, almost like metal. The Judge wondered idly if there was a fish swimming around with a gaping hole in its teeth, sort of a Lauren Hutton of the undersea world. He took out his handkerchief, wrapped up the bit of tooth, and tucked it back in his pocket.
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