by Reece Hirsch
Riding the elevator up to the firm’s offices, Will took a deep breath and composed himself. He strode purposefully through the hallways, avoiding eye contact. The last thing he wanted right now was to be waylaid by some partner who hadn’t gotten around to congratulating him yet. In the unspoken language of law firms, it was understood that when someone was power-walking through the hallways, it meant that they were under a deadline and not to be interrupted.
Will arrived at the desk of his secretary, Maggie Bozeman, a plump woman in her early fifties with a tumbleweed frizz of light brown hair. She wore granny glasses and a parachute-sized paisley skirt. Maggie was a former flower child who had miraculously managed to maintain both her job and her idiosyncratic ways through fifteen years at the firm. Maggie’s longevity was attributable in part to the fact that she was smarter and more capable than most of the firm’s paralegals. It also didn’t hurt that the office administrative staff zealously protected the jobs of senior secretaries. Will had developed a grudging appreciation of Maggie’s talents as a merciless grammarian.
Maggie looked up from her computer, revealing an upper lip coated with cranberry-colored Jamba Juice. “The group from Pearl has been in the conference room for twenty-five minutes. Didn’t seem too happy to be kept waiting,” she noted, with a hint of reproach.
“Good,” Will said.
“Oh, and David Lathrop just arrived. He’s in the soft seating area,” Maggie added. She looked Will over, noticing the bandage on his forehead. “Have fun last night?” she added blithely.
Will shot a look at Maggie that was intended to have the devastating intensity of an industrial-grade laser. As usual, Maggie remained impervious, so he entered his office to gather his papers for the meeting.
Whenever visitors entered his office for the first time, they found it difficult to take their eyes off the windows, which offered a magnificent view of the utilitarian gray spires of the Bay Bridge. Will was usually too busy to even notice whether the sun was shining.
Will’s files for the merger transaction were labeled “Project Zeus,” the firm’s code name for the Jupiter deal. He always joked about the code names that were given to M&A deals involving the firm’s publicly traded clients—it all seemed just a little too much like a bad spy novel. In any event, the secretaries, office staff, and anyone else who was remotely interested could easily figure out what deals were in the works. Today, the use of code names didn’t seem like a joke.
With his draft agreements and negotiation notes in hand, Will went to the reception area to greet Jupiter’s CEO. Given the way things were going, Will viewed the negotiation session as just another opportunity for the next unpleasant surprise. Someone was trying to ruin his life and he couldn’t rule anyone out at this point, including his own client and opposing counsel.
He found David Lathrop in the reception area halfheartedly thumbing a copy of Forbes. David was a small man with lank, brown hair who looked unassuming enough in his olive khakis and black-framed nerd chic glasses. But if the industry press were to be believed, David was fluent in the languages of both the Wall Street analyst and the programming geek. He was touted as a true scientist-businessman—a hybrid as rare as the minotaur or the gryphon.
“Well, there he is, the master of psychological warfare,” David said, rising and shaking his hand. “What happened to your head?” he asked, pointing at the bandage.
“It’s nothing. I was working out and got a little clumsy.”
“Hey, you’re not in your twenties anymore. At our age, everything comes with a price.”
Will fingered the bandage and winced. “I think I’m figuring that out.”
“So, do you think they’ve stewed long enough?”
“I suppose so,” Will said. “I get the impression that you’re going to enjoy seeing them pissed off.”
“As long as it doesn’t look like I’m the one being the jerk,” David said.
“They won’t blame you.” Will smiled. “They’ll just assume that your new lawyer’s an asshole.”
David was walking a fine line between sticking up for the interests of his company and avoiding antagonizing his possible future employer. The proposed merger would make Jupiter a wholly owned subsidiary of Pearl. After the deal closed, it was still uncertain whether Pearl would allow David to remain as the CEO of the company that he had founded twelve years ago in a student apartment in Palo Alto.
Will and David entered the conference room to be greeted by the cool stares of the three Pearl representatives and their two attorneys. The wait had extended long enough that four of the five were making calls on their cell phones. Two against five, Will thought as he placed his papers on the conference room table. He liked the odds.
After the negotiation session, which turned out to be fairly routine, Will returned to his office. Most of the day’s discussions had revolved around the rate at which Jupiter shares would be converted into Pearl shares. Based on new but contested data produced by the valuation consultants, it now appeared that each Jupiter share would be converted into 0.27 of a Pearl share, up from the prior figure of 0.22. This fractional difference would add more than fifteen million dollars to the purchase price.
Finally, he had an opportunity to catch his breath and consider his own legal problems. As an attorney, he had advised his clients as they faced some of the biggest crises of their personal and professional lives. Will resolved to approach his own predicament with the same dispassionate logic that he brought to his work. At least that was the plan.
There was really nothing he could do about the investigation into Ben’s death but wait to see if Detective Kovach and the DA’s office took the next step by charging him with murder. Based on what he knew so far, the evidence linking him to Ben’s death seemed insufficient. But then again, since he had forgotten most of what he learned in his first-year criminal procedure class, most of his knowledge of this area derived from watching TV dramas. It was also quite possible that whoever had switched the access cards had set other traps for him.
Although he was familiar with the basics of insider trading law, he thought a refresher was in order now that those statutes might be turned against him personally. He already knew the black letter law: the antifraud prohibitions of Section 10b-5 of the Securities and Exchange Act of 1934 held an insider liable for purchasing or selling securities of a corporation at a time when he or she knew material information about the issuer that would significantly affect the market price of the securities.
As Jupiter’s attorney, Will was definitely an insider, and his knowledge of the Pearl merger was certainly material information. When the pending merger was announced, the price of Jupiter stock was expected to skyrocket. Will scanned the CCH Federal Securities Law Reporter for a “good faith” defense that might help him. He had hoped that he might find a court case holding, more or less, that if a horny idiot stupidly disclosed insider information to a girl that he’d slept with, then the horny idiot was not liable. Instead, he found cases holding that no “evil motive” was necessary to be guilty of insider trading.
On a more positive note, Will knew that he couldn’t be guilty of insider trading until someone actually purchased or sold Jupiter stock based on his disclosure. It was unlikely that the two Russian thugs had purchased the stock yet, because they still knew very little about the company and the merger. Nikolai and Yuri were looking for a sure thing, and how could they be sure of anything with the little information they had?
Although they might not have done so yet, it was fairly certain that Nikolai and Yuri were going to buy Jupiter stock. But how would the SEC or anyone else ever link them to Will? He could scarcely believe himself that Yuri and Nikolai had entered his life. He considered reporting his indiscretion to the SEC. That would probably preempt any prosecution for securities law violations. However, if he went to the SEC, then his firm would find out about the incident. They would take a very dim view of the lapse in judgment that had led to the disclosure, particularly
if it brought them negative press or SEC scrutiny. His partnership offer would be revoked. In fact, that was probably a best-case scenario. It was likely that he would be fired. And if he was fired for this sort of breach, he would never work in a major law firm again.
Forty-eight hours ago, the primary concern in Will’s life had been whether he would make partner. Now he was facing the possibility of not one, but two, criminal prosecutions, one of them for murder. And he knew that Yuri, Nikolai, Katya, and whoever else was involved were just getting started.
Will knew that he must speak with Katya as soon as possible. He didn’t trust her, but she seemed to be the best available source of information if he hoped to understand what was happening to him. If Katya was conning him and wanted to maintain the charade, then she would talk to him. He also needed to find out everything that Katya knew, and was willing to tell, about Nikolai and Yuri. Will pulled out a San Francisco phone book and looked up Equilon Securities. He began to dial the number, then stopped.
If Will ever became the focus of an insider trading investigation, the first thing the SEC would do is subpoena his office and home telephone records. The record of a phone call from Will’s office to Katya at Equilon Securities on the day that Nikolai and Yuri (or maybe even Katya) traded Jupiter stock would make the SEC’s case. Will gingerly placed the phone receiver back in its cradle as if it were a loaded gun.
Will went downstairs to a pay phone in the back of a Burger King. Above the din of children’s voices reverberating off the tile floor, Will again dialed the number for Equilon.
“Equilon Securities.” For a second, Will didn’t recognize Katya’s voice because she had almost completely excised her Russian accent.
“Katya?” In a spasm of paranoia, he wondered if Equilon tape-recorded its calls, then quickly dismissed the thought.
“Will?” The Russian accent returned. “I am so sorry. I never meant to get you involved in all this.” There was a tremor in Katya’s voice. She sounded rattled.
“Katya, did Nikolai hurt you this morning?”
“I can’t talk right now. Not here.” In the background, Will heard the sounds of phone lines pinging and bleeping like a well-played video game.
“Then how soon can you get off work? Can you meet me at Justin Herman Plaza in a half hour? This can’t wait.”
“Make it an hour and I can do it,” Katya said. “Look, I’ve got to go. My lines are lighting up.”
“Just tell me one thing. How dangerous are those guys?”
She sighed wearily, in the Russian manner. “Oh, Will. You have no idea.”
EIGHT
Across from Justin Herman Plaza, the clock tower of the Ferry Building showed twelve thirty. Katya should be here by now, Will thought. He watched office workers unpacking their lunches on concrete benches. Now that the ice-skating rink had been removed, the square was an arena for skateboarders, who clattered off the concrete ramps and unoccupied benches.
Then he spotted Katya making her way through the crowd. He scanned the crowds for a glimpse of Yuri, Nikolai, or anyone else who might be accompanying Katya. She was wearing black—a long, sleek black jacket, black turtleneck, black skirt, and long black boots. He watched her intently as she came toward him, admiring the geometry of her walk, the sway of her hips. He knew that she was probably untrustworthy and he needed to focus, but when he saw her all he could think of was lying in bed with her that morning.
Katya looked just as worried and tense as she had sounded on the phone. If she was trying to deceive him, she was a good actress.
“Hi,” Will said. Katya paused and looked around to see if anyone could overhear them. Nearby, a solitary man in a Windbreaker was feeding bits of his sandwich to a congregation of pigeons.
“It’s too crowded here,” she said. “Let’s go for a walk.”
They crossed the plaza, stopping in front of Vaillancourt Fountain, which always reminded Will of rusted ventilation ducts.
When they were standing before the fountain in the hiss of its waterfall, she continued. “I had to do it—tell Nikolai about Jupiter. You don’t know what they are like. They could have killed you.”
“If they’re so bad, then how do you know them?”
A hurt look crossed Katya’s face. “It’s like I told you at the club. Yuri helped me get the receptionist job.” After a reluctant pause, she added, “We were together for a while.”
“Why didn’t you tell me that before? You said he was just someone you knew from work.”
“I didn’t tell you everything because I wanted you to like me, okay? I’m telling you now.”
“Is it over between the two of you?”
“Yes, yes, it’s over.”
“When did the thing with Yuri end?”
“He took me to dinner about a month ago and all he wanted to talk about was how he was going to join mafiya. I wanted no part of that, so I told him not to call me again.”
“Wait a second.” Will took a long, queasy moment to replay her pronunciation of the Russian word, which sounded disturbingly familiar. “Did you just say that Yuri is connected with the mafia?”
“Not mafia. Mafiya. Russian, not Italian.”
“Okay, mafiya,” Will said, imitating her pronunciation. “It’s still organized crime, right?”
“Yes.”
Will took Katya by the hand so that she was looking directly into his eyes. “Katya, I need you to tell me everything that you know about them.” A pool of acid had begun to form in the pit of Will’s stomach. “Who is Nikolai?”
She turned to him and squinted in the sun, her eyes narrowed to slits. “Nikolai is someone that Yuri met a few weeks ago. Yuri looks up to him because they say he was known as some kind of tough guy in Moscow.”
“A tough guy? What does that mean?”
“He owned a grocery store in the Arbat.” She said this with a wave of her hand, as if the meaning were apparent.
“A grocer? How tough can a grocer be?”
“You don’t understand the way things are over there. Nikolai started his own business, an American-style supermarket. It wasn’t Safeway, but pretty good for Moscow. Lots of American brands. Very profitable.”
“So?”
“In Moscow, it is not an easy thing to run a profitable business without paying the mafiya’s tax collectors. Also not easy to get the suppliers to sell to you without paying big kickbacks. Yuri told me that Nikolai hired his own army of goons and refused to pay the mafiya’s taxes, the dan.”
“So what happened?”
“Mafiya burned down the store. No one can stand against them for long. That’s when Nikolai came to U.S.”
“So he wanted to open a grocery store here in this country?”
“No, no. Yuri says now he just wants to become a criminal. He was afraid that he’d made too many enemies in Moscow. With his business gone, Nikolai was vulnerable and thought he wouldn’t live long if he stayed.”
Will hoped that this part of Katya’s story was a lie, but unfortunately it had the ring of truth.
Two young boys passed by, following a walkway through the fountain. They became small, dark shapes behind the curtain of water. Katya and Will fell silent until the boys sprinted across the plaza in an impromptu footrace.
“So is Nikolai in the mafiya or not?”
“He isn’t, but he wants to be. Ever since he got to U.S., he’s been hanging around with the sportsmeny in restaurants and bars, hoping to catch on.”
“Sports what?”
“Sportsmeny. Sportsmen. They work for the mafiya as bodyguards or enforcers. They’re usually former athletes or bodybuilders. It’s easy to spot them because they wear these tracksuits that are . . . foolish? . . . No, that is not it. . . .”
“Dorky?”
“Dorky! Yes, that sounds right.” Katya’s face brightened for a moment at the new addition to her English vocabulary.
Will could not share her enthusiasm. “Tell me about Yuri.”
“Yuri i
s just a stupid young man with big mouth. He has no connection to mafiya. Yuri is hoping that Nikolai will bring him along.”
“What were they doing at your apartment this morning? Did they know that I was there?”
“No. They came to see me because I want to quit my job at Equilon. Yuri had recommended me, and he thought it would make him look bad if I quit. That was one of the things that Nikolai and I talked about when you were outside.”
“Should I be afraid of them?”
“Yes, if they think that you have something that will help them. They would do anything to prove themselves to the lowlifes that they hang out with.”
“What else did Nikolai say to you this morning when I was out in the hall?”
A few yards away, a skater’s board shot out from under him, and he landed with a thump on the concrete.
“He asked me if I knew anything else about your ‘bigtime deals.’ I told him that you had just mentioned Jupiter and that was it.” She paused and frowned.
Will waited for her to continue.
“He said he didn’t believe me,” Katya said flatly. “He punched me in the stomach. And he wouldn’t stop. He pulled me up by my hair and started twisting my wrist.” She paused and looked around the plaza, as if for help.
Will wondered why he hadn’t heard her scream when Nikolai struck her. The only thing that had separated them had been a thin wooden door.
“We need to go to the police. Next time, he could kill you.”
“Don’t worry about me. I don’t have anything that they want now. It’s you we should be worrying about. Nikolai and Yuri will want more information about Jupiter. I am afraid of what might happen if you don’t give it to them.”
“Yeah, me, too.”
She jingled her bracelet with the charms shaped like Cyrillic letters. “How bad can it be for you to tell them a few things?”
Here it comes, Will thought, but he continued to play along. “Katya, when I told you this morning about Jupiter, I made a very big mistake. I’m not supposed to share that information with anyone. First, it violates attorney-client privilege. Second, it’s insider trading if anyone buys Jupiter stock based on what I said.” He paused. “If you buy Jupiter stock, it’s insider trading and you could go to jail.”