Merriman had cleverly kept down the size of the crowd, telling the investment bankers on both sides that they could come over late in the afternoon, if they liked, but that they would be wasting their time to arrive earlier. She had even dismissed her own client, Alan Lovett, encouraging him to take Ed Sharett from First Fiduciary to lunch at “21.” Lovett had not required much persuasion; in his rise to executive status he had settled on the bar of “21” as one of his favorite spots in the City, apparently unaware that its cachet was not what it had been in the days of the tycoons of old. And she knew Sharett would enjoy the change from the calorie-free alfalfa served in the officers’ dining room of his bank.
Just as she was about to call and check up on his whereabouts, Frank Martin and his associate, Craig Webber, entered Conference Room B, Martin straining to heft one litigation bag of papers, and the acne-faced Webber wrestling with two others.
“Julie, I sure wish we were getting paid by the pound,” Martin said, as he put his down and wiped his sweaty brow. “Over in Jersey, we make two copies of things—one for each side. But you New Yorkers just love paper.”
“Oh, come on, Frank,” Merriman teased. “We need copies for Applications, On-Line and the Bank, and three sets for the lawyers. That’s six. And one for the cat, just to be safe. That’s not so bad.”
“Well, here they are. But if young Craig here gets a hernia, we’ll be seeking workman’s compensation from Applications.” Webber grinned and blushed, but did not say anything.
“Have you got everything that you’re supposed to produce, Frank?”
“I sure hope so.”
“How about the Machikin consent? Has that come in?”
“I touched base with Harvey Rawson yesterday and he said it would be coming in by fax from Japan this afternoon or tomorrow morning.”
“A fax? Don’t we get the original?”
“You better talk to Rawson. He was very definite that it would be a fax from Tokyo. Isn’t that good enough?”
“I would have thought we’d get a signed original. And what does it say? Have we seen the text?”
“Look, Rawson’s your man on this.”
“I’m going to call him. Excuse me, I’m going up to my office to do it. I’ll be right back. Meanwhile, Beth can show you and Craig where things go, and you can start laying out your papers.”
Merriman went upstairs to her office. It was now in disarray, a product of her frantic efforts to grind out material for the closing. Pushing aside two sheets of paper that covered her telephone, she called Rawson, only to be told that he was “out of the office at a meeting” and would not be back, though his secretary did add that he expected to be at Chase & Ward after four o’clock.
She was sure that Frank Martin was right, that the crucial Machikin consent would only be a fax, showing a copy of an indecipherable Japanese signature. Was this satisfactory? she asked herself. If Martin had been the one dealing with Machikin, she thought that it would be; he was neither very swift nor experienced, but he had seemed perfectly straight and honest during their recent dealings.
Rawson was something else. She thought back to her observation of him in the Merlin takeover when his conduct had been shifty, to put it most charitably. He had been adept at the investment banker’s all too common technique of obscuring differences by telling each side what it wanted to hear, knowing that the more time and effort people invested in a transaction, the less likely they were to call a halt when the deferred problems reappeared. Rawson had raised the technique to a fine art, and the result had been a series of angry flare-ups as the exhausted parties patched up their disputes at the last minute.
She also remembered an ingenious housing bond financing, dreamed up by Rawson and his colleagues at Schoonmaker, in which the lawyers had been worried about the U.S. Government guarantees that were a part of the package. Rawson pressed all involved into forging ahead, promising over and over that an eminent Washington law firm, experienced in the ways of Housing and Urban Development, would give a “clean,” unqualified legal opinion that the guarantees were “full faith and credit” obligations of the United States. Weeks of effort had been expended by the time the opinion was delivered; far from being “clean,” the Washington lawyers’ legal conclusions were hedged by pages of qualifications, questionable legislative history and unworkable assumptions. The financing had collapsed amid much acrimony, which could have been avoided if Rawson had been up front about the opinion problem.
Merriman realized that she must not be harsh, not let her emotions conquer her judgment; after all, her own client, Alan Lovett, had been less than candid with the Wylies about his intended plans for their limousines and the On-Line corporate apartment, and she did not think him a dishonest person (though she had been a bit taken aback by his dissembling). Rawson had annoyed her with his overbearing manner since the first On-Line meeting back in November. Even leaving that annoyance aside, her instincts told her to proceed with caution on the Machikin consent. Feminine instincts, Rawson would undoubtedly say. Well, so what? If they existed, why not take advantage of them? And she remembered the advice of Pat Brannigan, an old-timer in the firm’s real estate department. In a transaction they had worked on together when Merriman had been a brand-new associate, Brannigan had told her, “Follow your nose, Julie, not your heart or even your head. If you detect a smell, try to find the cause, even if everybody else says the air is pure and clear.”
She called her friend Jeanne Horan at First Fiduciary. She knew that the Bank had a Tokyo office, which Chase & Ward did not. Was it possible, Merriman asked Horan, that someone from the Bank could go over to Machikin and pick up the original, signed consent? Horan was sure that it would be and, after consulting the Bank’s worldwide directory, said that she actually knew one of the junior executives in the Tokyo branch, Vincent Ames, who had been in the First Fiduciary training program with her.
“I hope he’ll be around,” Merriman said. “I guess we won’t know until seven or eight o’clock when he comes to work.”
“Nonsense, Julie,” Horan said. “If you think it’s important, I’ll call him at home. Let’s see, three o’clock plus fourteen hours—it is fourteen, isn’t it?—that’s five A.M. in Tokyo. He won’t be delighted, but that’s what they get premium pay for over there.”
Merriman returned to Conference Room B and retrieved her hardcover composition notebook, in which she had written her private checklist of things yet to be done. Beth Locke handed her a sheaf of phone messages, which she took to the telephone at the side of the room and where she dealt with the callers’ problems one by one. The clerks at First Fiduciary couldn’t find the signature cards for Applications’ new bank account; Merriman told them to send over another set right away and she would have Alan Lovett sign them. Corporate Services, Inc., wanted to know if the Certificate of Merger could be filed in Dover, Delaware, before the scheduled hour of ten-thirty Friday morning because of the heavy load of year-end filings. Merriman said she would do her best to be ready earlier, but she couldn’t promise it; nor was she very sympathetic to the request, since performing routine tasks for high fees was Corporate Services’ business.
Merriman, returning to her notebook, glanced at the closing papers assembled on the table. She noticed that all those prepared by Frank Martin were dated the original closing date of the twenty-ninth, not the new date of the thirtieth.
“Beth,” she called to her paralegal, motioning her over. “The dates are wrong on all the On-Line papers.”
“Oh, my God, you’re right. I’m sorry, Julie.”
“Never mind,” Merriman said, in a low voice only Locke could hear. “When you get a chance, get Tom Cruise over there”—she nodded to the hapless Craig Webber—“to go around and change the dates.”
“Gosh, I’m sorry I didn’t see the mistake.”
“Forget it. Just get it fixed.”
Frank Martin was beseeching her as soon as she appeared free. “Julie, I was just looking at my opi
nion.”
Merriman was not pleased to see that Martin was referring to a draft of opinion for the Greene, Reed firm that she had drawn up and sent to him more than a week earlier. It was clear that Martin had not prepared the document in final form for delivery the next day.
“You have us saying that once the Certificate of Merger is filed in Delaware, the merger of On-Line into Applications will be valid and effective. That’s a matter of Delaware law. I can’t say that. I’m only a member of the New Jersey bar.”
Merriman wanted to ask why, if he had a problem, he hadn’t raised the matter earlier, but she realized there was now only time to talk him out of his position.
“I know it’s Delaware law, Frank,” she said. “But we say the same thing in our opinion, and we’re New York lawyers.”
“What’s the theory, Julie? I’ve always thought that if you give a legal opinion on the laws of a jurisdiction where you’re not admitted, you’ve got absolute liability for the conclusions.”
“I’m not so sure of that, Frank, but as I understand it we give Delaware opinions if they’re straight bread-and-butter items. I know Bill Richardson takes that position on this deal—we don’t have any public shareholder vote, any dissenters, any problem that would lead us to get an opinion of local Delaware counsel.”
“I don’t know, Julie. I’m going to have to take it up with my partners.”
“Frank, you’ve got two alternatives. One is to give the opinion, the same way we are. The other is to get a backup opinion of Delaware counsel on the point. All I can say is, if you’re going to do that, you’d better get busy if you hope to finish this up tomorrow.”
“You’re giving the opinion?”
“The firm is, yes.”
“Then I guess we can probably live with it. But, as I say, I want to check with my partners.”
“Now’s the time to do it, Frank. And, by the way, did you bring some of your letterhead so we can get the opinion ready here?”
“I was going to have my secretary type it up over in Hoboken.”
“Whichever you think is fastest,” Merriman said. “We’ve got to get going. We have to start tying up the loose ends or we’ll never get this thing closed.”
Having put out the latest fires, Merriman had hoped to retreat to her office for a few minutes of solitude to contemplate her list of unfinished tasks. Her hope was a vain one, defeated by the arrival not only of Harvey Rawson and Fats Lewis, but the Wylie brothers as well.
She had tried to keep the Wylies away until later, just as she had gotten rid of Alan Lovett; principals could only get in the way of the mechanical dog-work that had to be done.
“We didn’t want to miss the fun,” Herbert Wylie explained and, once she’d thought about it, she couldn’t blame them. It wasn’t every day your company was merged out of existence, and the Wylies were naturally curious to see how it was done.
Then Lovett and Ed Sharett came in, Sharett sitting down beside her and patting her gently on the back, signaling that there had been a round of drinks included with lunch (though she knew that he was too careful a banker to have more than one on such an important afternoon).
Since the whole closing cast had assembled, or at least nearly all of it, Merriman convened the group to order (but not before Fats Lewis had disengaged Beth Locke from what she was doing to send her off in search of a sandwich—“anything will do” he had told her; Merriman was irritated but did not make an issue of the disruption.)
“Let’s review where we are and what has to be done,” Merriman said. “I know it’s clumsy, but please, try not to disturb the papers in front of you on the table.” As she spoke, she noted with satisfaction that the tide had turned: there were now more white piles than blue spaces, showing that progress was being made.
“As far as I can see, the biggest open item is the Machikin consent. Harvey, what can you tell us about that?”
“Okay, Julie, sure. I talked to our office in Tokyo on their Thursday and they said everything’s all set. Mr. Hiseo, the senior vice president of Machikin in charge of U.S. dollar loans, will sign the consent first thing Friday morning and fax it to you here. That should be about seven or eight o’clock our time tonight.”
“Do we know what it will say?”
“I’m sure it will meet your high standards,” Rawson said.
“And what about the original? I’d sure like to get that in our hands—or friendly hands, at least—before we close.”
“I wish we’d known that a week ago. I don’t see how we’re going to do that now,” Rawson said.
“You did know it a week ago. The draft closing memorandum I circulated last week, which I urged everyone to read, called for delivery of a signed Machikin consent at the closing here in New York. So don’t tell me this is a big shock, Harvey.”
“Be that as it may, I certainly assumed a fax would be good enough. We are in the twentieth century, you know.”
Merriman ignored the crack and said there was a way to satisfy her. “Jeanne Horan’s been in touch with Vincent Ames, an officer in First Fiduciary’s Tokyo branch. He’s going to be standing by and can arrange with your man in Tokyo to pick up the original from Mr. Hiseo.”
Rawson was visibly annoyed at Merriman. “I don’t understand the reason for all the Mickey Mouse. What the hell’s the matter with a fax from Machikin? To try and arrange anything else at this point is crazy. Don’t be such an old maid, Julie.”
Now she was mad. There was no excuse for the sexist dig, which she realized was a relatively polite epithet, as opposed to the anatomical obscenity she was sure he would use behind her back.
“You may call it Mickey Mouse. I call it prudence. No one on this side of the table has had any contact with Machikin. We’re taking it on faith that Mr. Hiseo exists and has the authority to sign—”
“Oh, come off it, Julie—”
“And as far as we’re concerned we’re not closing until an independent party has gotten the consent.”
“Schoonmaker isn’t independent?”
“I should hardly think so. You’re getting a fee if this deal is successful, I believe.”
“Of course we are, but that’s none of your business,” Rawson snapped.
“Maybe not. I suggest, however, that you be here at eight o’clock tonight and that you have your contact at Schoonmaker in Tokyo available, too. I’m supposed to talk to Vincent Ames then, so it would be helpful if you two were plugged in.”
“I don’t believe what I’m hearing,” Rawson said. Lewis, finishing the ham sandwich Locke had procured for him, shook his head in vigorous agreement. “Do you agree with this, Alan? And how about you, Ed? It’s chickenshit!” Rawson turned pleadingly to Lovett and Sharett.
“She’s my lawyer, I do what she says,” Lovett replied.
“My lawyer isn’t here yet, but I’m not going to contradict what Ms. Merriman proposes,” Sharett added.
“What about Bill Richardson? Where is he? He’s supposed to be running this show and he’s not even here!” Rawson whined, in his high voice.
“Harvey, I can assure you Bill Richardson has been kept up to date on everything. He’s in Detroit today.”
“Can you get hold of him and ask him about this, this foolishness? Better yet, can I talk to him?”
“Harvey, if we’re going to close tomorrow, you’re going to have to leave that to me. Of course I’ll talk to him,” Merriman said. She did not say that Richardson was expected back that afternoon. “Just make sure you’re here at eight o’clock tonight.”
“Julie, I’ll try anything if it’ll get this deal done,” Rawson said. “But I’ve got to warn you, we’re halfway around the world from Tokyo and we just may not be able to pull off what you want. So I think everybody should be prepared to go ahead with the fax, if we can’t work it out.”
“We’ll cross that bridge when we come to it,” Merriman replied, trying to cut off the argument. “I think those of you who aren’t going to be in on the call can
leave if you like, unless you want some cold Chinese. Please be here by nine-thirty tomorrow.”
“Before we go, I’ve been thinking about our limousines and the company apartment,” Skip Wylie said. “We should have a letter from Mr. Lovett saying what he intends to do about them.”
Lovett sat impassively as Skip spoke, though Merriman, sitting next to him, glanced over and saw a vein in the side of his forehead throbbing. Speaking of chickenshit, Merriman thought; all they needed was a time-consuming down-to-the-wire row over the Cadillacs.
“Skip, as I’ve said over and over, I appreciate your concerns,” Lovett said, straining to remain patient. “But there’s not going to be a letter about this or anything else. Understand?”
Skip Wylie looked crestfallen, but did not argue.
“We finished?” Herb Wylie said, quickly. “If so, we’ll see you tomorrow.”
Just after five o’clock, he and the others were packing up to leave when Mary Coward, Merriman’s secretary, brought in two new phone slips. Marshall Genakis had called with an “urgent” message. And Bill Richardson, back from Detroit, wanted to know where the Chase & Ward opinions were.
AFTER
CHAPTER
5
General Confusion
Reuben Frost stretched out contentedly on his bed, looking forward to scanning the latest New Yorker and drifting off into his afternoon nap. At seventy-seven, the retired lawyer was as spry as ever, but (even he had to admit, if only to himself) a solid nap was a necessary part of his regimen.
Earlier he had been at the Gotham Club where, in accordance with custom at the last luncheon of the year, drinks had been on the house. He had consumed his usual Gotham martini (the equivalent of two drinks in any bar) and then, carried away with the holiday bonhomie, a normal-sized one. (Experience had taught him that he was too old, if indeed he had ever been young enough, to drink two Gotham martinis at one sitting.)
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