by Dov Nardimon
In the beginning of 1991, after their honeymoon in Hawaii, Mickey and Suzy moved to Israel. They lived in a fancy apartment hotel on the Herzliya beach and started to house hunt. It took them a few months to find the perfect home, and finally they settled in Kfar Shemaryahu. Mickey started his law firm in Tel Aviv in the most expensive floor of an impressive, new glass skyscraper.
As a US passport holder and a certified American attorney and with recommendations he showed at the Israel-America chamber of commerce, Mickey quickly scored his first clients—companies and individuals that imported or exported to the United States But his insatiable greediness and his desire to prove he could make it on his own without his wife’s family money drove him in search of quick fixes, which he found by associating with a childhood friend who collected debts in the gray market.
Four years went by, and Suzy was already pregnant with their second child when his friend’s criminal entanglements almost took Mickey down as well. He got out by the skin of his teeth but was permanently disbarred and could not practice law anymore.
Chapter 34
Mickey’s trip to Belgium the day Reuben met Carolina was short, and when he returned, he immediately called Reuben to let him know he managed to complete the fundraising needed for the investment in Ebocell-Tech. That very afternoon the two of them met for a sunset cocktail on board the yacht to try and finalize the terms of the investment.
Mickey greeted Reuben with his usual friendly disposition, holding two glasses of festive drinks.
“Just a little something I picked up from the bartender at the Brussels Hilton,” said Mickey. As Reuben tried the cocktail, Mickey handed him the cigar box, and Reuben happily chose a small joint.
“I see you’re skipping the main course and going straight to the desert.” Mickey chuckled and took out a full size Cohiba Corona cigar for himself.
“I’ve been waiting for this all week,” said Reuben, embarrassed.
“It’s about time you had a little stock of your own. Really, you can’t just rely on meeting me. Just don’t overdo it. Here you go. You got seven pieces here that should last you a week.” Mickey took a small tin box from his cigar shelf, one that usually holds rolling tobacco, put the seven joints and a small lighter in it, and gave the box to Reuben.
“Thanks. I just need to think of a place to put it so that Ronit doesn’t find out.”
“How’s Eddie doing? When are you going to bring him in on things?” said Mickey, changing the topic.
Until that day, Reuben hadn’t dared tell Eddie how advanced his talks with Mickey were and described them as nothing more than initial contacts. His only hope in convincing Eddie to let Mickey join them was to construct the deal in its entirety and present it to Eddie when opportunity struck—that is, to catch him in a moment of total desperation. Except Reuben waited too long. A few days prior, Eddie went ahead with his plan and injected himself with the weakened Ebola virus.
“You don’t want to know.”
“Why? What is it?” asked Mickey nervously.
Reuben took a deep breath and told Mickey about the experiment Eddie had decided to hold on himself.
“Why didn’t you tell me about this before I left?” asked Mickey in an angry tone.
“It happened the night I was here with Tzipi and your . . . eh . . . Cuban friend. I only found out about it the next morning.”
“But why didn’t you let me know as soon as you found out? You knew I was over there working on your investment. What are the chances of him making it?”
“You’re right Mickey, and I apologize. I should have told you. His condition is still very serious. He’s being treated at my wife’s ward, Ronit’s ward, and she’s taking care of him.”
Mickey’s expression was grave, and Reuben felt intimidated. “Promise me, Reuben that this is the last time you keep anything that has to do with the company from me.”
“I promise, and as I’ve said, I’m truly sorry, Mickey. But it all happened only a few days ago, and to be honest with you, I’m worried and confused by the whole situation myself.”
“If you think about it, there’s actually some good in this,” said Mickey. “If Eddie makes it, that means the shortcut works and that the serum that combines the Ebola Reston you procured from the mice bone marrow has indeed developed antibodies for the Congo Ebola.”
“It certainly does.”
“But we still don’t know how it’s going to react to human cancerous cells.”
“The cancer-infected mouse we injected the substance into has been responding well. Normally it would be dead weeks ago, but it’s still alive and well.”
“So what is there left to prove?”
“That control over the genetic codes of the virus we developed ensures its ability to distinguish between a cancerous cell and a healthy one. Also, we need to repeat the experiment several times to prove it can be reproduced. The next stage would be to test on monkeys or pigs, depending on the resources we have. Monkeys are more expensive. Ideally we would get a monkey that has cancer so that we can decisively confirm our theory. Then there are the clinical trials on humans for which we need the permits from the Ministry of Health. We can’t skip any of these stages, but the shortcut that Eddie took certainly clears all doubt as the feasibility of the process we developed. For you as an investor that means taking a much smaller risk, which should increase the company value. . .”
“You know what? That Eddie is one crazy guy, but he sure is brave,” said Mickey.
“He certainly is crazy, there’s no argument there.” Reuben was all too happy to share some of his troubles with his new partner.
“A good kind of crazy in this case.”
“Easy for you to say, but try living with him day by day with sixteen-hour workdays.”
“That’s how it is. Usually those technological-entrepreneur characters are extremely stubborn, have huge egos and massive amounts of talent; but they are also individualists, and they expect the whole world to march to the beat of their drum.”
“So what are the normal people who work around them and have to develop a company with them supposed to do?”
“Get rid of them when the time is right.”
“What do you mean?”
“In all the companies I’m involved with, I see the same process over and over again. It has to be done. One second after the technology is proven, one minute before it becomes an actual product, you need to neutralize the influence of the technological entrepreneur and narrow his contribution to just the technical level.”
“And what if he doesn’t let you do it?”
“Then you force him.”
“What are you saying?”
“First, you need to remember that after we invest in your company, your shares will be diluted and the control won’t be just in your hands.”
“Yes, but in our case, Rose, as Aubrey’s inheritor, allows us to do what we see right, or more precisely what Eddie sees right; so Eddie will still have control of the company with his shares and Rose’s.”
“I’m not going to invest unless I have control of the company, Reuben.”
“That wasn’t what we talked about.”
“Right, but since then months have passed and your finances have only gotten worse. My partners in Europe insist on this.”
“The cash flow is still negative, you’re right, but the successful test on Eddie is a real significant scientific breakthrough.”
“You said so yourself, it can’t replace the animal trials and certainly not the human trials; so in terms of schedule, we haven’t gained much. Eddie’s experiment doesn’t change how much money you need.”
“But what about the fact that it proves its feasibility?!” protested Reuben.
“That’s important, but it cannot be measured in cash.”
“If Eddie knows this is what you think, you can forget about investing in us.”
“He doesn’t like me any way, but in any case I can’t see how you have much c
hoice.”
Reuben was getting more and more nervous. He had already finished his first joint and with shaky hands was opening the tin box Mickey had given him to take out another one.
“Tonight’s on me.” Mickey stopped him, handed him another joint from his cigar box, and lit it for him. Reuben inhaled the addictive smoke and searched for a bottle of water.
“Come on, I’ll make us another round of drinks, and we can talk about all this calmly.” Mickey tried to get Reuben to relax.
Mickey ceremoniously prepared the cocktails, leaving Reuben to wind down with his joint.
“You can trust me Reuben when I say things will go our way. After all, you and Eddie are very different. You’re a little older and certainly much more experienced. You have a beautiful, intelligent wife, and she won’t let you follow your partner’s whims. It’s about time you started thinking of the company in terms of I, not us. The question you should be asking yourself now is what you get out of all of this, not what Eddie thinks or whether or not he likes me as an investor. Right now if I’m reading the subtext of what you’re saying correctly, I am the only relevant investor you have. I want to invest in your company because I believe in its technology, in its marketing potential, and in you. Not every start-up has a founder that can take the company forward to its business stage. I see that in you, and I put my trust in you. You’re the one I want to have control of the company with.” Reuben’s expression mellowed, and he was intrigued by what Mickey was saying and by the many compliments he showered him with.
“I know Eddie won’t hand over control just like that. Therefore, I suggest that I buy forty percent of the company and give you a loan that will allow you to put in another twenty percent, regardless of the options you’ve been given. Eddie obviously wouldn’t know where your money came from, and you’ll have to come up with some convincing story—perhaps some sort of an inheritance or something like that. Eddie won’t be able to resist if you offer him that move. That way the three of you would each have twenty percent of the shares.”
“And what about the control?”
“Well . . . this is where we get to our little arrangement. You and I will sign a binding agreement that guarantees you always vote with me.”
“Why would I do that?”
“First, because without that I won’t give you the loan. And second, because you care about the future of the company, and you understand Eddie and Rose don’t exactly know much about business.”
“Is this legal?”
“It’s completely legal. Lots of companies have binding voting agreements between partners. The only difference is in our case the rest of the partners can’t know about it. In order for this to be worth your while, I’ll put in two clauses. One that ensures you become CEO within six months of signing the agreement. As CEO, you’ll be guaranteed a bonus of up to a half a year’s salary, depending on the profits the company makes, regardless of your holding percentage. With this bonus, you will return my loan, so you can bet I shall vote for it whatsoever. The second clause will guarantee your shares will not be diluted for two more funding rounds, and if the situation requires that they do, the company will reimburse you with unissued stocks that match the dilution.”
“How are you going to do that?”
“This isn’t something I’ve made up. It’s a standard technique. Don’t worry—the next investors will actually be funding it without even knowing.” Reuben smiled contentedly. With the drug and alcohol in his system, he felt his dream was closer than ever. Here he was, a business man sitting on board a yacht, plotting and scheming and creating new coalitions to further his career and build his wealth. He felt there was a lot for him to learn from Mickey, and he was going to be the most devoted student ever until he became the master. In the next round, he might even use Mickey and toss him just like they’re planning to do to Eddie right now.
I just need him to stay alive, or else it’ll all go to hell, he thought to himself and reached out a shaky hand to touch glasses with Mickey.
“Here’s to our new alliance,” said Mickey.
“To us,” said Reuben. “And of course to Eddie’s recovery,” he quickly added.
The next morning Reuben and Mickey met at Mickey’s lawyer’s office to draw up the contract between them. The following weeks were extremely stressful for Reuben. On the one hand, he wished and prayed for Eddie’s speedy recovery. Without him the company had no future and the schemes he made with Mickey would go to waste. On the other hand, he dreaded the moment Eddie would be well enough, and he would have to tell him Mickey was going to invest in the company and join in as partner. Two more weeks passed before the danger of infection was over and Eddie was allowed to have visitors. Ronit let Reuben see Eddie but made him promise not to burden him too much with details about the company’s problems. Until that day Reuben kept his interaction with Mickey low profile from Ronit as well since she expressed her aversion toward him several times. During his visit to the hospital, Reuben told Eddie about Mickey’s willingness to invest in the company. He didn’t dare bring up the possibility of investing himself. The conversation was difficult. Eddie did not want Mickey as a partner but realized he had no other options. He was partly reassured by the fact that Mickey would only get 40 percent of the company. The matter of the company value, according to which the size of the investment was to be determined, was still open. The conversation went on. At some point, Ronit came over to tell Reuben off for exhausting Eddie.
“He’s still not well. That’s enough for today.”
“But there are things that need to be closed with Mickey before he changes his mind.”
“Funny how this is the first time I’m hearing of all this.” She turned around and left the room angrily.
“Tell you what you do,” said Eddie, understanding they were out of options. There were no other investors in sight. “Take Shlomo with you to run negotiations with Mickey about the company value.”
“You don’t trust me to do it by myself?”
“I do, but Shlomo is an experienced financier, and even if I could come, I’d still take him with me.”
“Ok. If you think so, I’ll bring him along.”
Shlomo Weiss was recruited to the company a month before Eddie’s serum trial. The decision to bring on a full-time finance manager came about when Reuben and Eddie realized they weren’t making any progress by themselves at making good connections with funds and investors. The business plan they had built themselves was not financially convincing enough, and when their part-time bookkeeper took time off for maternity leave, they decided it was time to find a full-time finance director. They knew it was an expensive move that drove them closer to their financial limit, but they believed a good financial director would increase their chances of finding an investor.
Eddie had another reason for bringing a financial director on. Eventually recruiting one took longer than expected, and by the time they found someone they agreed on to fill the position, they were at the bottom of the barrel; and once again Eddie found himself in the position where Mickey was the only possible investor.
During the month before Eddie’s hospitalization, Shlomo worked at full speed handling the company’s ongoing finances and making contact with potential investors. Shlomo was a lovely guy. Stocky and kind like a friendly teddy bear, he was a natural optimist. His joining the company made a great improvement in relieving some of the strain between Eddie and Reuben, and his optimistic approach significantly toned down their anxiety about when the money was going to end.
“It always happens in the last minute because that’s when the fantastical expectations of the entrepreneurs align with the maximal degree of money the investors are willing to put in,” Shlomo used to say.
Chapter 35
The six-week stay at the hospital drained every ounce of energy from Eddie’s body. He fought the fever he had consciously brought upon himself in a crazy move that was intended to save one year of research and allow Ebocell-T
ech to stick to the budget it had committed to. On that night of total desperation after receiving Rose’s frustrating letter, realizing there was no chance for the two of them to get back together, and meeting Orit and her American fiancé, Eddie had made up his mind to go ahead with the insane experiment that could end his life.
Before injecting himself with the substance, Eddie wrote a long e-mail to Amit, who had gotten married a week before that. He was the only person with whom Eddie felt free enough to unburden all the frustrations of the past few months. His e-mail was like some kind of a good-bye letter to Amit and to life itself, although he never said so clearly.
I believe in a few weeks’ time, I’ll be able to join you for your wedding celebration here in Israel, or maybe not . . .
When Amit saw the e-mail the following morning, he realized it might be too late to stop Eddie from executing his plan. The ellipsis at the end of Eddie’s letter had only one meaning, and like Eddie, Amit could not dare articulate it.
He called Eddie right away and e-mailed him back, but got no answer or response. He walked around ridden with anxiety all day long, wondering whether he should call Eddie’s parents and check with them. But he didn’t want to worry them without being sure. Finally, he decided to wait one more day. When he checked his inbox the next day and still had no reply for Eddie, he made the call to Eddie’s parents. He carefully asked if there was anything new with Eddie. Eddie’s parents already knew what he had done and confirmed Amit’s concerns.