Due Diligence

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Due Diligence Page 14

by Michael A. Kahn


  Ten minutes later, there was a knock at the door.

  “Come in,” I said.

  The door opened and Senator Douglas Armstrong entered, followed by Sherman Ross.

  “Hello, Rachel,” Armstrong said. He took my hand in his right hand and covered it gently with his left as he leaned down. “How are you holding up?”

  I smiled sadly, touched that he had remembered. “The nights are worse than the days.”

  He nodded compassionately. “I know. I remember. The pain will diminish with time, but it never vanishes. Nearly twenty years later, and I still mourn for my Edie.”

  There were tears in my eyes. I started to reach for my purse to get a tissue.

  “Here,” he said, handing me his handkerchief.

  I wiped my eyes and nose on the soft cotton, inhaling the masculine, comforting scent of his cologne.

  After a moment Armstrong said, “Rachel, this is Sherman Ross. He’s my chief of staff. More important, he’s the man who keeps me in line.”

  Sherman Ross had been in the background, leaning against the beige wall, almost invisible in his gray suit, white shirt, and gray patterned tie. He was short and lean, with a bald head, bushy black eyebrows, and dark probing eyes. At the mention of his name, he moved forward to shake my hand. “I am delighted to meet you, Rachel,” Ross said in the soothing, neutral tone of a virtuoso legal counselor. Although Armstrong towered over his attorney, Ross seemed to radiate authority almost equal to that of his client.

  Just as Douglas Armstrong looked presidential, Sherman Ross looked perfectly cast for the role of special counsel to the president. It was easy to picture him at a meeting in the Oval Office—a motionless predator seated in a warm corner of the room, keeping a cool vigilant eye on his client. I knew some of his background. Ross had started off as a criminal defense attorney fresh out of law school at St. Louis University. He began handling white-collar cases during the heyday of the Antitrust Department’s criminal prosecutions in the early 1970s. As a result, he found himself spending more and more time with the business elite of St. Louis, who were sufficiently impressed with their savage but savvy antitrust defender to begin seeking him out for advice in other areas of the law. Sherman Ross’ influence within those circles expanded quickly. While the Fortune 500 companies that were headquartered in St. Louis might allow one of the staid downtown firms to handle the daily legal grist of the corporate mill, when the CEO needed the advice of a true counselor, more often than not you could find the corporate limo parked on a particular side street in Clayton, idling outside the small building that housed the offices of Sherman Ross & Associates.

  Back in the early, hungry days of Armstrong Bioproducts, Ross’ brilliant and bold maneuverings kept the fledgling company out of bankruptcy. Douglas Armstrong and Sherman Ross formed a lifetime bond. Indeed, rumors of Armstrong’s presidential ambitions began to pick up when Ross left his firm last year and moved to Washington to become the senator’s chief of staff.

  Armstrong pulled up a chair and said, “Rachel, I understand you think there may be some skulduggery involving my old company?”

  I nodded. “You’re familiar with the SLP deal?”

  “I am. As you may know, I sit on the Senate Commerce Committee, which is monitoring the transaction because of the foreign investment issue.”

  “One of the chemical engineers hired by SLP to perform the due diligence on Chemitex’s R and D files apparently found something in there that disturbed him enough to want to talk to a lawyer, namely me.”

  “He found something in the R and D files?” Armstrong asked.

  “I think so.”

  “What did he tell you he found?”

  “We never met. His name was Bruce Rosenthal. He was killed before we got to meet.”

  Armstrong raised his eyebrows. “Killed?”

  I nodded. “In a ghastly way. Someone dropped him nine stories down a trash chute and into a trash compactor, where he was crushed.”

  Armstrong gasped. “Good God.” He turned toward Ross, who had silently withdrawn to the corner. “Did you hear that, Sherm?”

  Ross was leaning against the wall, his arms crossed. He gave a noncommittal nod.

  Armstrong turned back to me. “Do you have any idea what the poor man found at my company?”

  “Douglas,” Ross interjected in a soft but firm voice, “it’s not your company anymore.”

  Armstrong nodded without turning toward Ross. “You’re right.” He gave me a rueful smile. “At Chemitex, I mean.”

  I shrugged. “I’m not sure. I think it was something in the R and D files.”

  Ross interjected. “Why do you say that?”

  I looked toward him. “His apartment was searched after he was killed. Also, his secretary thinks his office may have been searched.” I explained my unsuccessful efforts to obtain a copy of the documents Bruce had photocopied from the R&D files.

  “But how do you pinpoint the R and D files as the source of his concern?” Armstrong asked.

  I explained my review of the files from Bruce’s laptop computer.

  It was obvious from Armstrong’s expression that he didn’t know enough about computers to understand what I was saying. Fortunately, Sherman Ross did. He asked, “How can you tell there were ever any R and D materials on the hard drive?”

  “His secretary typed some dictation tapes on his R and D review. She gave them to him in disk format to load onto his computer. She still had copies of two of the documents she had typed for him.

  “Where is this young lady?” Armstrong asked.

  “Dead,” I said.

  Armstrong sat back and crossed his arms over his chest. “How?” he asked quietly.

  “A one-car accident. The police think it was drunk driving. I have my doubts,” I explained them.

  Armstrong shook his head. “This is terrible, Rachel. How can I help?”

  “I need access to the R and D files. Specifically, the documents Bruce copied. I need to find out what got Bruce so upset. Let me give you an example. In the dictation tape his secretary typed, he was all worked up about something called Primax.”

  “Primax?” Armstrong repeated with a frown. He turned to Ross. “Ring any bell, Sherm?”

  Ross looked at Armstrong and then at me, his hooded eyes expressionless. “No,” he said.

  Armstrong turned back to me. “What is it?”

  “I have no idea. But Bruce must have, and something about it seemed to bother him. What was that something? I think the answer could be in those files. He also mentioned Guillain-Barré syndrome. He found something in those files having to do with that disease. Was someone doing research on it? If so, what about that research made Bruce so upset?” I paused to reach into my briefcase. “And here’s another thing. Look at this document.” I handed Armstrong the Beth Shalom/Labadie Gardens list.

  He leaned back in his chair and squinted at the list. Ross stepped forward and peered at it over Armstrong’s shoulders. After a moment Ross looked at me. “Where did you get that?”

  I explained the Bruce-to-David-to-me chain of custody.

  Ross nodded. “Who are those names?”

  I shrugged. “I don’t know. Somehow, Bruce got hold of the original document. Not a copy. I have to believe that document is somehow connected to what Bruce was so upset about. That’s why I need access to those files.”

  Ross looked up from the list. “How do you know that document came from Chemitex’s files?” he asked.

  It was a fair question. I didn’t have a good answer. “I don’t,” I conceded. “But everything else points to Chemitex.”

  Ross studied me with curiosity. “Why are you so obsessed with this?”

  I took a deep breath and exhaled slowly. “Because David Marcus was special. I’m haunted by his death.”

  Armstrong reached over and c
overed my hand with his. “I understand,” he said gently.

  I shook my head. “It’s more than just that. The cause of his death haunts me, too.”

  Ross said, “It is my understanding that his murderers were killed by the police.”

  I sighed. “Probably. But even the homicide detective on the case has doubts. His initial reaction was that David had been killed by professionals.”

  “Professionals?” Armstrong looked surprised. “Who would have a motive to kill him?”

  “That’s what I’m trying to find out.” I paused, momentarily overwhelmed by frustration. I looked at Ross and then Armstrong. “I know I’m getting consumed by this, Senator. But I have to run it down.” I looked into his eyes. “You know why your wife died. I don’t know why David died. Maybe it was just a hate crime, but I have doubts. Those doubts are like a hole in the middle of my heart. If I don’t do everything I can to put the doubts to rest, I’ll never be able to get on with my life.” I shrugged helplessly. “That’s why.”

  Armstrong nodded. “I understand.” He turned to Ross. “We’ve got to be able to do something here, Sherm.”

  Ross studied me. “How late will you be up tonight?”

  “Probably until midnight.”

  He nodded pensively. “I’ll look into it.”

  There was a knock at the door. Diane Raney, Armstrong’s press secretary, poked her head in. “They need you in makeup right now,” she said to Armstrong. “And then Ted Koppel wants to go over the program schedule.”

  Armstrong nodded. “Fine,” he said wearily as he stood up.

  I stood up. “Thank you, Senator. Good luck tonight.”

  He chuckled. “I’m sure old Ted and I will be chewing on each other before we’re five minutes into the show.” His expression got serious. “We’ll do what we can, Rachel.”

  Sherman Ross let Armstrong go first. Ross paused at the door and turned to me. “Midnight?”

  I nodded.

  “I’ll contact you before then.”

  ***

  I took a detour by my office, took care of some paperwork, and got home around ten o’clock. For the first time in at least a week I was feeling a glimmer of optimism. I tried Benny, but got his answering machine.

  I waited for the beep. “So how’d you like Flo? Isn’t she great? Give me a buzz when you get back. I had a great meeting with Armstrong. I think he’s going to help me out.”

  I made a cup of tea and read through the mail. Afterwards, I took Ozzie for a long walk. I checked the message light on my answering machine when we got back. No message. I smiled at the thought of Benny and Flo together. They really seemed to hit it off at dinner. I dialed his number again and waited for the beep.

  “Benny,” I said in mock alarm, “it’s almost eleven o’clock. Are you still with Flo? Before you two start getting serious, I better remind you: she’s old enough to be your wife. Worse yet, she’s probably smarter than you. I thought you liked your women fresh out of high school and unburdened by the distractions of intellect. Call me, dahling.”

  I curled up on the couch and read two more chapters of Edith Wharton’s The House of Mirth. Just as I closed the book and stood to get undressed, the phone rang.

  I answered on the second ring. “Welcome home, lover boy,” I said mischievously.

  “Uh, Rachel? This is Sherman Ross.”

  “Oh,” I said, flustered and embarrassed. “I thought you were someone else.”

  “Is this a good time for us to talk?” Sure.

  “I am calling from the car. We are in your driveway. Perhaps you could join me out here.”

  Surprised, I peered out the living room window. Sure enough, there was a stretch limo with the lights on idling in my driveway. “I’ll be right out.”

  A few minutes later I was seated across from Sherman Ross in the back of the limo.

  “The senator is in an awkward position on this matter,” Boss started off, his tone solemn. “Far more awkward than he himself realizes or wishes to admit. There are many people out there, including a significant number of Republicans and Democrats, who view Douglas Armstrong as a threat to the status quo and, not surprisingly, as a dangerous candidate for the presidency. The media spotlight is becoming increasingly intense, and will continue to intensify. As a result, every act or omission by the senator is magnified. It is within the context, and with an awareness of those risks, that I am attempting to fulfill his request that we help you.”

  “Spoken like a true lawyer,” I said, only half in jest.

  He ignored the comment. “Do you know Harold Henderson?”

  I shook my head.

  “Harold is the St. Louis Chief of Police. I spoke with him an hour ago. As I suspected, he knows nothing about the Rosenthal homicide. I suggested that it might be prudent for him to take a more active interest in the case to insure that the investigation remained vigorous. I also spoke with a member of the legal team representing the parent corporation of Chemitex Bioproducts. As you know, the parent is in a bankruptcy proceeding. I suggested to them that before the hearing on the sale of Chemitex Bioproducts occurred, it would be prudent to have someone review the R and D documents that are now in the hands of SLP’s attorneys in Chicago.”

  He paused to take a sip of mineral water. “It will no doubt take at least a week or so before we begin to see any results from the suggestions I’ve given to these people. You will need to be patient, Rachel.”

  “Okay,” I said, a little disappointed.

  Ross gazed at me, his eyes cold. “I will not allow Douglas Armstrong to become more involved in this matter. The stakes are high, especially given the ease with which the media can be manipulated. This is a turning point in Douglas Armstrong’s political career. He cannot risk being portrayed as meddling in an ongoing local police investigation, especially given his opponents’ efforts to paint him as soft on crime. Similarly, any effort by the senator to interject himself into the affairs of his former company could be used by his opponents—unfairly, of course—as evidence that he is still financially involved with that company while holding public office.” He paused again to set his glass back into the rack.

  “Frankly,” he continued, “we have already done far more than I believe we should have. I have bowed to the senator’s wishes on this matter. I assume we can count on your total discretion.” He slipped a card out of his vest and handed it to me. “You can call me at this number day or night. They will know how to reach me.

  I reached for the door. “Thank you.”

  “Good evening, Rachel.”

  Chapter Fifteen

  The word “brand” comes from the Anglo-Saxon “boernon,” which means “to burn.” The first trademarks were just that—markings burned into the hides of cattle and other animals, a practice traced back as far as ancient Egypt. During medieval times, trademarks became a symbol of responsibility as the powerful guilds of Europe required their members to each use a unique mark. That way a defective product could be traced back to its maker. A trademark was thus the highly personal symbol of a single worker: when his life ended, so did his trademark. By the middle of the twentieth century, however, it had metamorphosed into the multibillion dollar world of brand-name marketing—a world where a single word, such as Xerox or Corvette or Chanel or Kodak, can be worth hundreds of millions of dollars.

  Like a piece of extraordinarily valuable property, a trademark must be guarded from theft and destruction. Few are more sensitive to this than the pharmaceutical industry. Indeed, the sorry experience of one drug company has become the textbook example of what happens when you don’t protect your trademark. Back in 1899, the Bayer Company of New York began selling a patent medicine made from a drug known as acetyl salicylic acid. To help promote the medicine under a snazzier name, the company’s marketing gurus coined the trademark “Aspirin.” For seventeen prosperous years, the Bayer Co
mpany sold acetyl salicylic acid under the trademark Aspirin throughout the United States. But when the patent expired in 1917, competitors flooded the market with their versions of the drug, all under the name Aspirin. The Bayer Company ran to federal court. Screaming infringement, it sought an order forcing its competitors to use another name to describe their version of the drug. Too little too late, announced U.S. District Judge Learned Hand, and in one swoop of the judicial pen, the trademark Aspirin became the common noun aspirin.

  The pharmaceutical industry learned its lesson. These days, each company guards its own trademarks (such as Tylenol or NyQuil) with a pack of snarling attorneys. All of which told me that if Primax was a brand named coined by a pharmaceutical company, there was an excellent chance that the company had registered the name with the U.S. Trademark Office. Even if the drug itself was no longer in use, the trademark and its last known owner ought to show up in the federal Trademark Register.

  It was the morning after my midnight limo meeting with Sherman Ross. I was seated in front of my computer terminal on the credenza, waiting for the computer to confirm that I had accessed the data banks containing information on each of the millions of trademarks in the Principal Register of the U.S. Trademark Office. When the computer advised that it was ready for my first trademark search request, I decided to warm up with a trademark I already knew about: Phrenom. According to Bob Ginsburg, Phrenom was the crown jewel of Chemitex Bioproducts. Just as important, it was the drug that had quite literally saved Armstrong Bioproducts in 1977. I typed in the letters P-H-R-E-N-O-M and pressed the ENTER key.

  The screen went blank for a moment as the computer searched the trademark files, and then the following information appeared on the screen:

  PHRENOM

  INTLCLASS:5 (Pharmaceuticals)

  U.S. CLASS: 18 (Medicines & Pharmaceutical Preparations)

  STATUS: Renewed

  GOODS/SERVICES: Pharmaceutical – Namely, an antiinflammatory preparation for the treatment of rheumatoid arthritis, osteoarthritis, juvenile rheumatoid arthritis. Generic name: Phenylpyrrole Sodium

 

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