by Erica Katz
Dedication
To my mom and dad, for this amazing life and their unwavering support each and every day of it. (I’m begging you to skip over the sex scenes when you read this.)
Contents
Cover
Title Page
Dedication
Anatomy of a Failed Merger
Prologue
Part I: The Target List
Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Part II: The Nondisclosure Agreement (NDA)
Chapter 6
Chapter 7
Chapter 8
Chapter 9
Part III: Indication of Interest (IOI)
Chapter 10
Chapter 11
Chapter 12
Chapter 13
Part IV: Attempted Closing
Chapter 14
Chapter 15
Chapter 16
Chapter 17
Part V: Breakup
Chapter 18
Chapter 19
Chapter 20
Chapter 21
Part VI: Postbreakup Matters
Chapter 22
Chapter 23
Chapter 24
Chapter 25
Epilogue
Acknowledgments
About the Author
Copyright
About the Publisher
Anatomy of a Failed Merger
THE TARGET LIST. A list of potential buyers and sellers of companies in the relevant market.
THE NONDISCLOSURE AGREEMENT (NDA). A written legal agreement between two or more parties entered into in order to protect the sensitive information each party will become privy to as negotiations are entered.
INDICATION OF INTEREST (IOI). An expression showing conditional and nonbinding interest in engaging in the purchase or sale of a company.
ATTEMPTED CLOSING. An attempt to conclude the merger process and legally transfer ownership through signing and recording of all documents.
BREAKUP. The termination of a deal without closing; typically, a fee is paid by the party failing to follow through with agreed-upon closing terms.
POSTBREAKUP MATTERS. The “cleanup” and adjustments made after a deal or breakup in order to ensure that each party to the transaction can successfully function.
Prologue
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK: IAS PART 29
SHEILA PLATT,
INDEX NO. 1476/46
Plaintiff,
-against-
GARY KAPLAN,
Defendant
WITNESSES:
ALEXANDRA VOGEL, WITNESS FOR PROSECUTION
MICHAEL ABRAMOWITZ, ATTORNEY FOR MS. VOGEL
EXAMINATION BEFORE TRIAL OF GARY KAPLAN, taken by and before MARA HARVEY, a Court Reporter and Notary Public of the State of New York, held at the offices of MEYERS & COWLER, ESQS., 41 Kenmare Street, New York, New York, on Monday, June 6, 2019, commencing at 11:30 in the forenoon.
DIRECT EXAMINATION BY MR. ZEIGLER:
Q.Good morning, Ms. Vogel.
A.Good morning.
Q.My name is Avery Zeigler, I am with the law offices of Zeigler & Babchick. I represent the defendant, Gary Kaplan, in an action that was commenced against him by Ms. Sheila Platt.
I’ll be asking you some questions about your professional career and specifically your relationship with Mr. Kaplan. If you don’t understand my questions, please let me know and I’ll try to rephrase them.
Let’s begin with some background questions. Where did you go to law school?
A.I went to Harvard Law School.
Q.And where did you work after you graduated from law school?
A.My first job out of school was as an associate at the firm of Klasko & Fitch.
Q.And what group were you in when you joined Klasko & Fitch?
A.At Klasko, you join the firm as an unassigned associate. You list your interests in a given practice area, and in April, you match into a group.
Q.How do you match? What is the process?
A.Associates state their areas of interest. They do work in those areas. And if the group likes the associate, they allow them in.
Q.Are there a limited number of spots in every group?
A.Well, there needs to be enough work for the associates who join. A practice group can’t take an unlimited number.
Q.Is it a highly competitive process?
A.I would say some groups are more coveted among associates than others.
[Defense counsel confers with cocounsel]
Q.Did you ever feel the need to go beyond the call of duty? To become personally involved in a nonprofessional capacity with colleagues or clients?
I gave a slight shiver as my armor of high heels and a pristinely tailored suit began to crack. I was no longer in the overly air-conditioned boardroom of my attorney’s sleek Manhattan office; there was no longer sunlight streaming in through the window in gold ribbons that curled up in my lap. My manic first months at Klasko & Fitch rushed over me, soaking every inch of my body in the competition, the exhilarating feelings of success, the frayed nerves, the fear and loathing and all-consuming intensity of being an unassigned associate, trying desperately to secure a place in a prestigious group. I wiped the sweat from my brow and closed my eyes for an extended moment.
Part I
The Target List
A list of potential buyers and sellers of companies in the relevant market.
Chapter 1
“Does this look okay? Sam? Sam!”
Sam stared at the television as Morning Joe blared, his mouth slightly agape. I stomped the heel of my new nude pumps on our hardwood floor.
“What?” He turned to me, his dark eyes large and questioning above the lingering indentation from a peaceful sleep across his right cheek.
“Does this look okay? Does it look lawyerly?” I smoothed my blouse into my skirt and breathed in. “Jesus Christ. I’m so jumpy.”
He lowered his stubbly chin as he scanned me up and down. “You look really sexy.”
“Ugh!” I grunted as I turned toward the bedroom. Sam followed me sleepily, scratching at his stomach under his white undershirt, just above his flannel pajama pants.
“What? What’s wrong with that? How are you supposed to look? However you’re supposed to look, that’s how you look.”
I pulled my blouse over my head and ran to the closet. “Professional! I’m supposed to look professional on my first day as a lawyer. Obviously,” I huffed, riffling through my tops.
“You do look professional! Well, you did.” I was now standing in my heels, skirt, and a bra, and he slid into the space beside me and wrapped his arms around my waist.
“Really?”
He nodded and picked my white silk blouse up off the floor and handed it to me as a buzzing reverberated out into the room from the top of my dresser. I turned from him and grabbed for my phone.
I stared at the word “Home” for a moment, hovered my finger over the decline button, then thought better of it and pressed the green button as Sam took the opportunity to make his escape back to the couch.
“Hi Mom! I’m just rushing to get ready! What’s up?”
“We’re both on!” my mother shouted. I put my phone on speaker and pulled the blouse back over my head.
“We just called to wish you good luck!” my dad chimed in. I pictured them leaning their heads together in the kitchen and yelling into the now-yellowed receiver, the inordinately long and irreversibly twisted cord curling at their feet.
“Aw thanks, guys. I’ll call you later and let you—”
“Alex?” my dad asked.
“Hello? Can you hear me?” I chec
ked my screen to see I had four bars.
“You hung up on her!” my mother whined.
“You have me on mute!” I yelled, immediately cursing the futility of my exclamation. I’ll give it five seconds, and then I’m hanging . . .
“Bunny?”
“Mom?”
“Hi! We thought we lost you! Are you nervous?”
“Not really!” I lied, tilting my head to the side to get a better angle to bite my thumbnail. “It’s just orientation.”
“We’re so proud of you,” she gushed. My stomach churned, and I stole a glance at the Ann Taylor suit, still with tags, hanging at the far end of my closet.
I wished I had spent one of my law school summers at Klasko. I’d know what to wear—what to expect.
“I’m wearing a skirt and top. Do you think I should wear a suit instead?” There was silence on the other end of the phone. Why am I asking for advice on business attire from a stay-at-home mom and a guy who wears scrubs to work every day?
“I’m sure you’ll look beautiful in whatever you decide!” my mother finally piped in.
I rolled my eyes. Useless.
“Thanks, Mom. And thanks for calling, guys. But I have to get going.”
“Knock ’em dead!” my father shouted.
I felt suddenly deeply inadequate. “Relax, Dad. Not like I’m curing cancer.”
“That’s why I told you to knock ’em DEAD!” my dad sang proudly. I couldn’t help but smile at the corniness of his dad joke.
My father was an oncologist, and while I knew he was proud of me, I always had the sneaking suspicion that he wished I had stuck it out at Sanctuary for Families, though he never said as much.
When I was a kid, my parents always told me, “You can be whatever you want to be when you grow up. A doctor, or a lawyer . . .” They always trailed off there. I couldn’t recall when I decided that those were my only two options. My upper lip beaded with sweat. How the hell did I get here? Do I even want to be a lawyer? Maybe I shouldn’t have taken a job in BigLaw. Sam and I could have survived on my Sanctuary for Families salary until his company started making money . . . if his company ever started making money. I looked at the large closet full of blouses and skirts, most with the tags still on, and I knew it wasn’t true. I wanted this life, my luxurious apartment, a wardrobe full of new clothes. I chose them.
“Your mother and I are off to the farmers market. We love you! Good luck!”
My phone beeped with an incoming call, and I saw the name Carmen Greyson on the screen. “Thanks guys! Have to run! Love you!” I picked up the new call without waiting for their last goodbye.
“Hi!” I sighed, relieved to hear from my law school classmate. “I’m so glad you—”
“What are you wearing?” Carmen demanded.
“Um, nude pumps, navy pencil skirt, white silk blouse?”
“Yes. Perfect. Totally perfect. Neat and clean and professional,” Carmen assured me, and I felt my heart rate slow immediately.
While Carmen and I had never quite become close at school, the fact that we were joining the same firm made us comrades. Plus, she had spent her last summer interning at the firm, so I planned to latch on to her for social introductions and advice on navigating firm politics. Carmen was sharp, and spicy, and severe—exciting in a way that I was unaccustomed to, having grown up coddled in Connecticut.
I exhaled slowly, allowing my cheeks to puff out with the force of my relief.
“I’m wearing a skirt and top too. But I’m not sure . . .” Carmen waffled over her various outfit options as I poked my head out into the living room.
Sam was sitting on the new tufted gray sectional that I had purchased with the last pennies of my firm moving stipend. I missed him already. I wished the summer had lasted just a few months longer. After I’d taken the New York bar exam, we’d bounced around Southeast Asia with my father’s credit card in hand, his all-too-generous present to me for completing law school, and a steady buzz in our heads for three weeks. I didn’t feel ready for the real world just yet.
“Okay. See you soon!” Carmen’s voice punctured my thoughts, and I managed a goodbye before she hung up. I walked over to Sam, who tore his gaze away from the morning news and looked up at me, grabbing my collar gently and pulling my lips down to his.
“What?” He narrowed his eyes at me as he contemplated my expression. I eased myself down beside him.
“I have no idea why I’m so nervous. It’s only orientation. It’s not like I’ll be doing any real work today.”
“You’re going to be great.” He squeezed my thigh dismissively and turned back to the television. I watched him for a moment longer, hoping for further encouragement. There was none.
I made my way to the mirror in our entryway, smoothing my long, toffee-colored hair and wishing my tired brown eyes looked brighter. Relax, I told myself. You’re going to be fine. I stepped back, gave myself a final once-over, and ripped the tag off the chocolate-brown leather tote with clean lines and enough space for a laptop that my mother had bought me. I wasn’t quite sure how my mother managed to pick out such a perfect gift—she had worn pleated pants and practical flats to volunteer at the library for as long as I could remember—but I imagined she had asked a sales assistant at her suburban Bloomingdale’s for help with what “working women” carry to the office. I breathed in slowly, cautiously drew air into my lungs, pushed it out through my pursed lips, and headed for the front door.
“I’m off!” I announced.
Sam peeled himself off the couch with breathy, sputtering sound effects that he misguidedly believed combated his stiff morning muscles as he zombie-walked toward me.
“Good luck.” He smiled as he leaned in to kiss my cheek.
“What are you going to do today?” I asked.
“Alex, I work. Every day.” As Sam shifted his feet away from me and toward the television, I registered the dejection in his voice. “There is so much to do. The investor meetings have been going well. We still need to buy all of the actual inventory—”
“That’s not what I meant,” I said, cutting him off as I glanced at my watch. “I know how hard you work. I’m just nervous. And I have to go.”
“Go! Good luck!” Sam attempted a reassuring smile.
“Everybody tells me this job is going to take over my life. We’re going to be fine, right?”
He took my cheeks in his hands. “You’re the one who said it’s all totally manageable unless you match with mergers and acquisitions. Don’t request work from them. Don’t rank them. Don’t match with them. Easy peasy,” he said with a wink.
I smiled up at him and gave him a long kiss before making my way down the hallway, the nerves settling right back into the pit of my stomach as I pushed the call button for the elevator incessantly until it opened on my floor with a ding.
I arrived twenty minutes ahead of schedule at one of the hundreds of hulking office buildings lining Fifth Avenue, all of which looked exactly the same to me from street level. I’d given myself forty-five minutes to get to work, padding the twenty-three-minute subway commute from Chelsea to midtown that I’d made two dry runs of the week before. The building I now stood outside housed the American headquarters of a Japanese bank, two consulting firms, and Klasko & Fitch—the largest and one of the most prestigious law firms in the world. I pushed through the revolving door, my heels clicking in my ears inside the glass pie wedge before it spit me out into the sprawling marble lobby.
The sterile foyer was a cacophony of one-sided phone conversations and perfunctory salutations. Everybody who passed me seemed to have a purpose. Nobody dawdled, nobody chitchatted. The men and women making their way to their respective elevator banks with the polished swipes of their key cards presented themselves cleanly and confidently to the world. Following suit, I allowed myself only a sideways glance at the soothing sheet of water cascading over the white stones and the caution tape sealing off the construction around one of the far elevator banks, where build
ing management had posted a sign politely asking me to “pardon our appearance.” I did so, careful to continue at my quick clip toward the large blue sign declaring “Welcome New Klasko & Fitch Associates” at the far end of the lobby.
A man at the security desk whose name tag read “Lincoln” smiled kindly at me as I passed. I imagined he was a seasoned spotter of nervous new associates.
“Hi! Welcome to Klasko & Fitch! We’re so happy to have you with us. Alexandra Vogel, yes? Sorry. You go by Alex, is that right?” A cherubic brunette who looked to be in her midforties smiled up at me warmly from the welcome table. “I’m Maura. Head of recruiting. I’m not sure if you remember . . .”
“Of course! We met at the on-campus interview. And yes. Alex. Thank you.” My voice was steady, as it always was in tense moments. Some vestige of my teenage competitive swimming career allowed me to hide my nerves at performance time.
As she flipped through the stack of folders behind a small sign reading “R—Z,” I glanced at my watch.
“You’re right on time,” she assured me, without looking up from the folders. “Not the first one here. Not the last. Right in the middle of the pack. Don’t you worry at—ah! Here it is.” She pulled a branded K&F folder out of the stack. “Your photo ID and keycard are in there. You’ll need them to get into the elevator bank. And you’ll head right over there and up to the forty-fifth floor. If you forget that, it’s right on the first page in that folder. If you need anything—”
“Hi, I’m Nancy Duval.” Maura and I both turned to see a wide-eyed blonde picking at the fraying hem of her jacket. For a moment my heart sank to see that she was more formally dressed, but then I assured myself that my well-tailored skirt and top was just as appropriate as her well-worn suit. I wondered whether her interruption was the result of first-day jitters or a more general social awkwardness, the kind I’d become very familiar with in law school.
“Hi!” A tall, thin blonde appeared at Maura’s side and looked at Nancy. “I’m Robin, the other recruiting manager. I can take care of you over here.”
I thanked Maura for her help, slipping the folder into my tote.