“I’m not in a position to plan anything. I’m about to leave on another trip.”
“My band’s playing around the city. I would love for you to come to one of our gigs. This week we’re headlining at The Turquoise Bar. Can you make it?”
“I don’t know. I’m in Florida all week and I’m not sure what shape I’ll be in by the weekend.”
“Well. I’ll leave your name on the guest list at the door.”
“Thanks, David. That’s very kind of you. I’ll see how I feel.” She glanced down briefly at the stacks of paper on her desk. “Sorry to be abrupt, but I have a lot to do before I fly out in a few hours.”
“Your frequent flyer miles must be some sort of firm record. Hey, before I go, do you have the Collburn Regan file? Alan said you were the last one to have it.”
“Yes, I do. Why?”
“Well, I guess Alan wants me to take it over. He must think you have too much on your plate.” I’ll bet. Well, anything to get rid of an Alan matter.
“Oh. Okay. No problem,” she said as she searched for the file. “You in touch with Mike Farraway?”
“Who?”
“Mike Farraway. He’s the Executive Vice President at Collburn Regan we were working with.”
“Oh. No. Farraway got axed Friday morning. Apparently it was pretty sudden. Stan’s going to put me in touch with his replacement in a few days.”
“Fired? Wow. That was sudden.” Evie’s mind flashed on Alan’s promise the previous week regarding Mike Farraway’s future. She felt a sudden cold shudder, but managed to hold her expression to a mild look of surprise. “Do you know why? I mean what caused such a sudden decision?”
“No clue. I guess he had a falling out with the wrong person.”
No kidding. She reached for the file and handed it to David. “That’s really too bad,” she said.
“Yeah. Tough break. Oh well. Hope to see you Friday or Saturday night.”
She waved and managed a smile as he turned and disappeared from view.
Oh my God. Was Alan responsible for that? The timing’s just too coincidental. Mike held that position for at least three years. How could Alan have managed to convince Stan and the board to fire him? Client management firing an executive at the request of their lawyer? Maybe Alan made up some sort of lies about him. I guess I’m not the only one.
On impulse, she dialed the number for Stan Miller at Collburn Regan. His secretary answered and Evie asked to speak to Stan.
“He’s on another line, no … hold on … Okay, I’ll put you through.”
“Stan?”
“Yes. Hello, Evie. How are you?”
“Fine, thanks. I wanted to let you know that I regret not being able to continue working on your behalf, but I understand that David Hadelman has been assigned. He’s a very good attorney.”
“Thanks, Evie. Those are good words to hear. Sorry to lose you, but Alan assures me that David will do a good job for us.”
“Yes, I’m sure he will. By the way, I understand that Mike Farraway has left the company. Is that true?”
“Yes. I’m afraid so.”
“Oh. I’m sorry to hear that. It was so sudden. I hope that his departure didn’t create any problems for you.”
“No. Actually, it solved some problems.”
She waited for further details, but none were forthcoming so she decided to leave it there and said, “Oh. Well, all my best.”
“Thanks, Evie. I hope we get the chance to work with you again. And thanks for calling.”
“Absolutely. I hope so.”
“Bye.”
Okay. I have to assume that Alan orchestrated his firing. Apparently, he doesn’t mind crashing people’s lives if doing so suits his purposes. I wonder if I’m next.
12
Evie began to collect her files for the trip to Florida and her thoughts wandered to Hanover. Even if he had returned to the office by the time she got back from Florida, there was a good chance he would be too weak to help her out with a problem she wasn’t even capable of documenting. It was all still largely not provable on her part. And becoming even more unbelievable all the time.
“Evie,” said Helen over the intercom, “the car’s here to take you to the airport.”
“Thanks, Helen. He’s early. Ask him to wait. I need a few minutes.”
Evie sped up the loading of her briefcase, while wondering what she would say about the harassment incident. Will it seem like a desperate attempt to deflect blame from myself? It could be interpreted as a concocted charge to marginalize Alan, given the Sangerson contract debacle. But she had to be able to offer her rejection of Alan’s advances as the probable motive for these retaliatory frame-ups. Is he trying to prevent my partnership chances or get me fired? Would he also try to end my career? She needed to be able to produce some evidence to prove that he was actually engaged in a retaliation and intimidation effort against her. Otherwise, he just might succeed.
After stacking her briefcase on her suitcase by the door, she decided to take a few additional minutes for some quick research. She turned to her computer and brought up the firm’s document library. Her hands were surprisingly steady as she squinted at the screen and entered 13606 in the field for client number. The same four Gerais Chevas document names appeared. She had a premonition that this request would yield more than the familiar ACCESS DENIED response, but she didn’t know what to expect.
She clicked on the first file, and for the first time since she had discovered the existence of these files, the text of the document appeared on her computer screen. The reality of what had happened didn’t register for several seconds. Then she stared at the screen with perspiration soaking through her clothes.
This must mean that someone - Alan - had added her name to the electronic list of persons who were able to access the file. She closed the file. She clicked on the second document, named “Neon Two.” Again, she was allowed into the file and the screen was filled with the contents of its first viewable page. When she tried to open the third and fourth files, she was provided with an introductory screen seeking a password. Alan had apparently decided that she was now part of the Gerais Chevas team, but he had shielded the contents of two pertinent files under password protection. She went back to the contents of the first file, which was entitled Neon Term Sheet.
She needed to know if this was the transaction described in the press release she’d found and why Alan might want to involve her surreptitiously. As she watched the text of the first document re-appear on her screen, she realized that her username would now be stored in the electronic Hit History for these documents as the last person to have accessed them. Anyone accessing the files after her would be able to see that she had looked at them. She didn’t care anymore. There was now a more urgent need to know.
She studied the contents of the Neon Term Sheet. There were numbered paragraphs containing the salient points of the deal. It did seem to be the $179 million deal she had read about. It appeared to be a standard sell-off of a business unit of Gerais Chevas to a company called Romez Nuevo. If Alan wanted to involve me in this deal, why would he not openly do so?
After glancing at the clock, she concluded that she still had ten minutes before she had to leave. She downloaded the Neon Term Sheet from the firm’s document library to her laptop’s hard drive to preserve her own copy.
She opened the second file, “Neon Two,” and saw its internal title, Neon Purchase Agreement. She downloaded the file and quickly scanned the text. As seller, Gerais Chevas was making certain representations and warranties to Romez Nuevo about the business unit being sold for the purpose of assuring Romez Nuevo of its quality, including specifics regarding its properties and assets and the scope of its business. Nothing patently improper here.
She knew that these types of assurances were common in any buyer/seller relationship and not unlike the representations about the condition of a house that are made by the seller in a real estate transaction.
; She continued reading, but her pace slowed as she read:
Seller warrants that as a condition of closing, Seller shall secure Project Neon, as evidenced by the delivery to Purchaser of a duly executed binding agreement (“Sub Agreement”) which shall include without limitation the obligations set forth in Schedule B7, and shall be consistent in form and substance with the language set forth in said Schedule B7. The performance of the obligations in such Sub Agreement shall be the responsibility of Seller’s legal counsel. This contract shall not be binding on Purchaser until such time as such counsel’s signature shall have been electronically affixed to Schedule B7.
She read it again. The Gerais Chevas lawyer was becoming a party to the Agreement. Romez Nuevo was requiring the Gerais Chevas lawyer to himself or herself agree to perform certain obligations, in Schedule B7, as a prerequisite to completing the deal. What?!! Evie was incredulous. This could be a legal land mine. A gas leak waiting for a lit match. Potential career suicide for a lawyer, not to mention the monumental personal liability to which the lawyer would be subjecting himself. Why would a lawyer ever agree to become a party to the transaction?
She dialed Jenna. “Hey Jen, I couldn’t wait until tomorrow. Can you talk for a minute now?”
“Yes, of course. Want to come to my office?” Jenna recognized tension in Evie’s voice.
“I have to leave for the airport in a minute, but let me just ask you something over the phone. In a sale of a business unit, how common is it for a contract to include the seller’s legal counsel completing some set of tasks?”
“What kind of tasks?”
“I don’t know, but can you imagine any circumstance that would warrant an attorney becoming a party to the transaction? You know, assume responsibility for any of the binding obligations of the core deal?”
“Well, sometimes a lawyer can be contractually obligated to facilitate the deal, like being in charge of holding documents or escrowed funds. Or to offer a formal legal opinion or act as the official communicator between the parties, but I’ve never heard of a lawyer taking on a primary part of the core deal. You’d have to know the context.”
“It has something to do with a lawyer agreeing to perform some set of obligations in the future to secure some project. The seller is warranting as a condition of closing that his lawyer will do this.”
“That’s pretty vague. I guess if the buyer’s due diligence uncovers something—”
“Due diligence is pretty open-ended usually, isn’t it?”
“Well, I don’t know if you’d call it open-ended. The buyer is entitled to a cursory investigation of the business records—whatever is mutually agreed—to try to minimize the great unknown for the buyer. But even a fairly thorough due diligence leaves big voids. Things like historical facts and market interdependencies don’t necessarily shake out from looking at a bunch of archives. That’s where the reps and warranties come in. To add some certainty for the buyer about the quality of what he’s buying.”
“In this case, the seller is promising to secure some sort of project that’s apparently described in a schedule. The lawyer has to sign up to the obligations in a sub-agreement and delivery of that signed document proves that the seller has secured this project.”
“Sounds like the obligation to secure this project, whatever it is, is being delegated to the lawyer.”
“That’s what it sounded like to me, too. Can you imagine any type of project being secured by a lawyer?”
“Well, that’s still pretty vague. I guess it could mean that the lawyer is agreeing to serve one of those functions I mentioned, ‘securing’ the transaction, or it could mean that the lawyer is acquiring a project of some kind. Hey, does this have anything to do with that Brazilian transaction you think Alan’s pinning on you?”
“Yes, but discretion, okay?”
“Absolutely. Anyway, getting back to your original question, it’s definitely risky for a lawyer to agree to any significant obligations as part of a deal.”
“And, we’re not stating the obvious.”
“Yeah. At worst, a lawyer agreeing to perform some unknown set of actions … the actions could be illegal. So, you think Alan is setting you up to be this lawyer?”
“I think it’s entirely possible. The lawyer’s obligations and, I assume, the description of this project are in some hidden schedule.”
“Can you get your hands on that schedule?”
“It’s on the system, but accessible by a select group and it’s password protected.”
Just then, Evie flashed on something she had overheard Alan say while on the conference room telephone. He’d said something about a “schedule” and showing “the deal take shape.” It was starting to appear that the evolution of this elusive schedule was intended to be the final nail in her coffin.
“Damn, there’s complex security on this deal. I think you’re right—there’s definitely something suspicious here. Even the most confidential matter I’ve worked on for the most paranoid client was more loosely handled than this.”
“I was thinking. How could Alan even pull off something like this? Putting me in the driver’s seat and binding me to perform some role in a deal I would be completely ignorant about.”
“He could always claim your denials were lies. All he would have to do, really, is put your name on record as the responsible attorney for the matter, destroy all evidence to the contrary, paste your name all over the paperwork and get the crooked client to cooperate. He could even pull some electronic shenanigans with dated documents for credibility. Sounds like he’s already started that. Hell, he could even go so far as to plant some incriminating paperwork in your office.”
Evie glanced around her office thinking how vulnerable she was while traveling, and said, “But why would a client agree to something like that?”
“Who knows?”
“And what about the fact that I’m not a partner? Why would I have been trusted to handle such a large transaction alone? Do they ever truly trust an associate with a deal over a hundred million?”
“Well, you are one of the senior associates and aside from what propaganda Alan may throw around, I think the partnership considers you to be among the best. In fact, if you let me eighty-six Alan, you may make partner before me.”
Evie stuffed her laptop in its carrying case while she listened.
“Anyway,” Jenna continued. “I know they typically assign a really difficult or stamina-inducing assignment to an associate as a kind of test before they seriously consider them for partnership. They could certainly demonstrate that such a practice would’ve supported assigning this matter to you. I’m not sure anyone would believe that the partnership had no knowledge at all of the deal, but they could screen out any controversial part, claim ignorance and pin it on you.”
“Thanks for the comforting theory. You know, if I’m right about this and Alan follows through with this plan, I’ll be forced to deny involvement in something I had no part in and no knowledge of. And whatever it is, it’s apparently not something one would put on a resume. Forget partnership. And if it turns into anything media-worthy, I’m dead. Not to mention the damage to the firm. You know the impact it could have even though the story wouldn’t be true. I would never be able to clear my name. My career would be over.”
“Okay, hey, why don’t you just go to the source? Call up these people in Brazil and ask them direct questions about this transaction?”
“I had Helen call a few of them who claim to have spoken to me on a number of occasions. What can I say to these people to get them to betray Alan?” Evie continued after a beat, “And anyway, the information I need, the specifics of this attorney obligation and whether there’s any illegal aspect to it, won’t be easy to extract in a telephone conversation. Even if my name has been circulated as the attorney taking the lead in contract drafting or negotiation, I don’t know who knows I’m not really involved and who doesn’t. In fact, the people within the company who have been involved w
ill wonder why I don’t already know the terms of the deal if they are not in on the set-up, and will continue to conspire to keep me in the dark if they are.”
“Good point.”
“Listen Jen, I’ve got to go catch my plane. Thanks so much for your advice.”
“I still say you should confront him.”
“I’ll consider it. Bye, Jen.”
“Have a good trip.”
Evie grabbed her things and sprinted for the elevator. During the ride to the airport, she tried to imagine how the language she’d discovered could have an innocent, deal-enhancing purpose. There was still the possibility that this was a straightforward arrangement, but the heavy security on these files suggested otherwise. If the intent was for the lawyer to obtain a project instead of guaranteeing that the transaction would run smoothly, then it would be crucial to know what type of project was targeted. Schedule B7 should provide some answers and it was most likely included in one of the remaining files. How could she get those passwords?
13
Evie, how was Florida?” Joe asked. His was the first call she was returning after arriving home from the airport Friday evening and checking her messages.
She had read and re-read the two Gerais Chevas files she had downloaded to her laptop’s hard drive before leaving for Florida and had not found anything else as troubling as the reference to the mysterious contents of Schedule B7. It still seemed likely that Schedule B7 was housed in one of the two password-protected files—the files that were named generically “Neon Three” and “Neon Four.” At odd opportunities during the Florida negotiation, she had logged onto the firm’s network to feed various passwords into the interface for the two elusive files, but all her attempts had so far been unsuccessful.
She settled into a comfortable position on her bed. She was determined to hide her growing anxiety.
“It was strange,” she began. “We were taken to one of the houses of this technology multimillionaire who’d been trying to negotiate a joint venture with our client. We discussed the terms of the proposed transaction over a three-course lunch with his trophy wife, dressed in Dolce and Gabbana, who flirted with everyone but me,” Evie laughed and continued. “We sat in this enormous opulent dining room overlooking the ocean surrounded by nude photographs of his wife. Cigar smoke everywhere. It was one of the oddest negotiations I can ever remember. He did provide a furnished office on his estate where we drafted the agreement, but he probably had the room bugged. The deal was basically completed in one week.”
Wearing the Spider (A Suspense Novel) (Legal Thriller) (Thriller) Page 12
