Mistress of Justice Page 4

  "Yessir, Mr. Perelli."

  Perelli was stocky and dark, with a long face. He wore a navy pinstripe suit.

  Clayton shot his cuffs, revealing eighteen-karat-Wedgwood cuff links, and said, "I feel, in answer to your question, right at home here."

  Though this was not completely true. Recently Wendall Clayton had been coming to this dining room--where many of Perelli's partners breakfasted and lunched--to make inroads into Midtown. Yet this was not his natural turf, which had always been Wall Street, upper Fifth Avenue, his weekend house in Redding, Connecticut, his ten-room cabin in Newport.

  Clayton had a stock portfolio worth around twenty-three million (depending on how the Gods of the Dow were feeling at any particular moment). Hanging on the oak paneling in his Upper East Side den were a Picasso, three Klees, a Mondrian, a Magritte. He drove a Jaguar and a Mercedes station wagon. Yet his wealth was of the hushed, Victorian sort: a third inherited, a third earned at the practice of law (and cautious investment of the proceeds), the rest from his wife.

  But here, in Midtown, he was surrounded by a different genre of money. It was loud money. Acquired from new wellsprings. This money was from media, from advertising, from public relations, from junk bonds, from leveraged buyouts, from alligator spreads and dividend-snatching. Commission money. Sales money. Real estate money. Italian money. Jewish money. Japanese money.

  Clayton's wealth was money with cobwebs and therefore it was, ironically, suspect--at least around here. In this part of town, when it came to wealth the slogan was: the more respectable, the less acceptable.

  He tried not to give a damn. Yet here Clayton felt as if he were "without passport," the phrase whose acronym gave rise to the derisive term for Italians. Wendall Clayton in Midtown was an immigrant in steerage.

  "So why the call, Wendall?" Perelli asked.

  Clayton replied, "We need to move faster. I'm trying to accelerate the vote on the merger."

  "Faster? Why?"

  "The natives are restless."

  Perelli barked, "What does that mean? I don't know what it means. That your people wanta go forward or that Burdick and his cronies're trying to fuck the deal?"

  "A little bit of both."

  "What's Donald doing? Setting up an office in D.C. and London to goose up your operating expense?"

  "Something like that. I'm finding out," Clayton conceded with a nod.

  The waiter set the plates on the table. Clayton hunched over the soft mounds of eggs and ate hungrily, cutting the food into small bites.

  Perelli waited until the server was gone then examined Clayton carefully and said, "We want this to work. We've got labor clients we can parlay into your SEC base. We've got products liability cases that are gold mines. You've got corporate people and litigators who'd be a natural fit. Obviously we want your banking department and you want our real estate group. It's made in heaven, Wendall. What's Burdick's problem?"

  "Old school. I don't know."

  "The fact we've got Jewish partners? The fact we have Eye-talian partners?"

  "Probably."

  "But there's more to it, right?" the keen-eyed Perelli asked. "Cut the crap, Wendall. You've got an agenda that's scaring the shit out of Burdick and his boys. What?"

  Okay, Clayton thought. This is it.... He reached into his jacket and handed Perelli a piece of paper.

  Perelli read then looked up questioningly. "A hit list?"

  Clayton tapped the paper dramatically. "Yep. That's who I want out within a year after the merger."

  "There are--what?--twenty-five names here?" Perelli read. "Burdick, Bill Stanley, Woody Crenshaw, Lamar Fredericks, Ralph Dudley ... Wendall, these men are Hubbard, White & Willis. They've been there for decades."

  "They're deadwood, has-beens. This is the last piece of the deal, John. For the merger to work they have to go."

  Perelli chewed some of his toast and washed it down with coffee. "You said you wanted to accelerate the merger." He waved at the paper. "But if you're asking us to agree to this it'll only slow things up. I've got to run these names by the management committee. We'll have to review each one of their partnership contracts. Christ, they're all over forty-five. You know the kind of trouble they could make in court for us?"

  Clayton laughed with genuine amusement. "John, with my connections you really think the EEOC would be a problem?"

  "All right, maybe not. But these're still dangerous men."

  "And they're the ones who're bleeding the firm dry. They have to go. If we want to the firm to succeed they have to go." He pushed aside his empty plate. "A week, John. I want the merger papers signed in a week."

  "Impossible."

  "Considering that you might have to move slightly more quickly," Clayton said, "we would be willing to alter our partnership share price."

  "You--"

  "If we ink the deal next week, Hubbard, White and Willis is willing to reduce our first-year share take by eight percent."

  "Are you out of your fucking mind? You're talking millions of dollars, Wendall."

  "Thirteen million dollars."

  This meant that the Hubbard, White and Willis partners would in effect give the incoming partners a huge bonus simply for expediting the deal--and for ousting Burdick and his cronies.

  Clayton continued, "We'll claim it has to be done by year end for tax reasons. That'll be our excuse."

  "Just tell me: If I insisted that Burdick stay for, say, five years, would you still be willing to proceed?"

  Clayton signed his name to the check. He offered no credit card.

  "Let me tell you something, John. Twenty years ago Donald Burdick was asked by the President to head a special committee looking into abuses in the steel industry."

  "The Justice Department was involved. I heard about that."

  "Burdick was picked because he was known in both Albany and Washington. The executive committee at Hubbard, White--it was called a steering committee then--was ecstatic. Publicity for the firm, a chance for Burdick to do some serious stroking on the Hill. Afterward, a triumphant return. Well, Donald Burdick told the committee he'd accept the appointment on one condition. That when he returned he and a man of his choosing would be placed on the executive committee and three particular partners would be asked to leave the firm. Now, John, that was at a time when law firms did not fire partners. It simply was not done."

  "And?"

  "Three months later, a memo went around the office congratulating three partners who were unexpectedly leaving Hubbard, White and starting their own firm." Clayton pushed back from the table. "The answer to your question is this: The only way the deal works is without Burdick ... and everyone else on that list. That's the quid pro quo. What do you say?"

  "You really fucking want this, don't you?"

  "Deal?" Clayton asked, sticking out his hand.

  Perelli hesitated for a moment before pronouncing, "Deal," and shaking Clayton's hand but the delay was merely because he had to swallow the piece of bacon he'd snuck off Clayton's plate and wipe his fingers.

  Who are these men and women?

  What do I know about them other than the baldest facts of their wealth, their brilliance, their aspirations?

  In the back of the massive sixteenth-floor conference room Donald Burdick heard the grandfather clock chime and begin its ringing climb toward 11 A.M. The partners were arriving. Most carried foolscap pads or stacks of files and their ubiquitous leather personal calendars.

  Over the years I've seen men like this, women now too, display stubbornness and brutality and brilliance and cruelty.

  And generosity and sacrifice.

  But those are the mere manifestations of their souls; what's truly in their hearts?

  The partners took their places around the table in the dark conference room. Some, the less confident, the younger ones, examined the dings in the rosewood and traced the pattern of the marble with their fingers and eyes and made overly loud comments about their Thanksgivings and about football games.
They wore jackets with their suits. Others, the veterans, were in shirtsleeves and had no time for chatter or the administrivia of meetings like this. They appeared inconvenienced. And why shouldn't they? Isn't the point of a law firm, after all, to practice law?

  They're my partners ... but how many are my friends?

  Donald Burdick, sitting at the apogee of the table, however, understood that this was a pointless question. The real one was: How many of my friends will stab me in the back? If the tally that Bill Stanley had showed him earlier was accurate the answer to this question was one hell of a lot.

  To Stanley, Burdick whispered, "Nearly fifteen'll be missing. That could swing it one way or another."

  "They're dead," Stanley replied in a growl. "And we'll never find the bodies."

  Wendall Clayton entered the room and took a seat in the middle of one leg of the U. He wasn't particularly far away from Burdick and not particularly close. He busied himself jotting notes and, smiling, chatting with the partner next to him.

  At eleven-fifteen Burdick nodded for a partner to close the door. The lock mechanism gave a solid click. It seemed to Burdick that the pressure in the room changed and that they were sealed in, as if this were a chamber in the Great Pyramid.

  Donald Burdick called the meeting to order. Minutes were read and not listened to, a brief report from the executive committee on staff overtime went ignored. Committee reports were recited at breakneck speed, with uncharacteristically few interruptions and little debate.

  "Do you want to hear about the hiring committee's schedule?" asked a sanguine young partner, who had probably stayed up half the night to prepare it.

  "I think we'll postpone that one," Burdick said evenly, and--seeing several partners smile--realized that the royal pronoun was an unfortunate slip.

  There was silence in the room, punctuated by the popping of soda cans and papers being organized. Dozens of pens made graffiti on legal pads. Burdick studied the agenda for a moment and then it was time for Wendall Clayton to make his move. He slipped his suit jacket off, opened a file and said, "May I have the floor?"

  Burdick nodded in his direction. In a rehearsed baritone Wendall Clayton said, "I'd like to make a motion relevant to the proposed merger of our firm with Sullivan & Perelli."

  Burdick shrugged. "You have the floor."

  Sipping had stopped. Doodling had stopped. Some partners--like the aging, oblivious Ralph Dudley--were confused because the final vote on the merger wasn't scheduled until January. They were terrified that they might have to make a decision without someone's telling them what to do.

  "I'm moving to change the date of the ratification vote regarding the merger to November 28, one week from today."

  Clayton's trim young protege, Randy Simms III, whom Burdick detested, said quickly, "Second."

  There was complete silence. And Burdick was mildly surprised that Clayton's bid caught some people off guard. But then Burdick and his wife were rumored to have the best intelligence sources on Wall Street and were often one step ahead of everybody else.

  One voice called, "Can we discuss it?"

  "The rules of order allow for debate," Clayton said.

  And debate ensued. Clayton was clearly prepared for it. He met every objection, making a good case for the acceleration --the year-end tax planning, for instance, hinting that the merger would put significant money into the pockets of all the partners and that they needed to know before December 31 how much this might be.

  More voices joined in and a tide of comments and tension-breaking laughter filled the room.

  Clayton managed to insert into the discussion a comment on Sullivan & Perelli's income cap on the executive committee partners. Burdick observed that this was irrelevant to the immediate motion under consideration but would not go unnoticed by the younger, poorer partners: The gist of the comment was that after the merger the senior partners could earn no more than two million a year, leaving that much more to be distributed to the rest of the partners. Hubbard, White & Willis currently had no such cap, which was the reason that five partners on the executive committee--such as Burdick and Stanley--earned 18 percent of the firm's income and junior partners often earned less than they did as salaried associates.

  "What is the cap?" one partner, obviously impressed, asked.

  Goddamn socialism, Burdick thought, then he interrupted the youngster to say bluntly, "We're not here now to discuss the substantive issue of the merger. It's merely a procedural matter on when the vote should be. And my opinion is that it's impossible to review the material in one week. We need until January."

  "Well, Donald," Clayton pointed out, "you've had everything for two weeks already. And I'd imagine you, like all the rest of us, read it as soon as they messengered the binders to us from Perelli & Sullivan."

  He had read it, of course, and so had the team of lawyers he and Vera had hired.

  A new partner at the end of the table made a comment. "I don't think we can debate this too much. It's not inappropriate to talk about the substance of the merger now, I think." His dialect put him within five minutes of the Charles River.

  "Yes, it is inappropriate," Burdick said shortly, silencing him. Then to Clayton: "Go ahead with your vote. It makes no sense to me but if two thirds of the partners are in favor--"

  Clayton gave a very minuscule frown. "A simple majority, Donald."

  Burdick shook his head. A trace of confusion now crossed his face. "Majority? No, Wendall, I don't think so. The issue is the merger of the firm and that requires a vote of two thirds."

  Clayton said, "No, we'd be voting simply on establishing an agenda and timetable. Under the partnership rules, Donald, that requires only a simple majority."

  Burdick was patient. "Yes, but it's an agenda and timetable that pertain to a merger."

  Each of the two partners pulled out a copy of the partnership documents, like dueling knights drawing swords.

  "Section fourteen, paragraph four, subparagraph d." Clayton said this as if reading from the tome though everyone knew he'd memorized it long ago.

  Burdick continued reading for a few moments. "It's ambiguous. But I won't make an issue of it. We'll be here all day at this rate. And I, for one, have some work to do for clients."

  The senior partner knew, of course, that Clayton was absolutely correct about the majority vote on this matter. However, it had been vitally important to make clear to everyone in the room exactly where Burdick stood on the merger--how adamantly against it he was.

  "Go ahead," Burdick said to Stanley.

  As the rotund partner growled off names, Burdick sat calmly, pretending to edit a letter though he was keeping a perfect tally in his head of the fors and againsts.

  Distraction on his face, agony in his heart, Burdick added them up. His mood slipped from cautious to alarmed to despairing. Clayton prevailed--and by almost a two-thirds majority, the magic percentage needed to win the entire war.

  The list Stanley had shown Burdick earlier was not accurate. Clayton was stronger than they'd thought.

  Clayton looked at Burdick, studying his opponent from behind the emotionless guise of the great. His gold pen danced on a pad. "If anyone needs any information from Perelli--to make a better-informed decision next week--just let me know."

  Burdick said, "Thank you, Wendall. I appreciate the time you've spent on the matter." Looking around the room--at both his supporters and his Judases--with as neutral a face as he could muster, he added, "Now, any more issues we ought to discuss?"

  CHAPTER FIVE

  "Dimitri." Taylor Lockwood's voice was a whisper. "Don't say 'satin touch' tonight. Please."

  "Hey, come on," the man replied in a deep Greek-accented voice, "the guys in the audience, they like it."

  "It's embarrassing."

  "It's sexy," he replied petulantly.

  "No, it's not, and all it does is get me moony looks from the lechers."

  "Hey, they like to fantasize. So do I. You got the lights?"

&nb
sp; She sighed and said, "Yeah, I got the lights."

  From the amplifier his voice filled the bar: "Ladies and gentlemen, Miracles Pub is pleased to bring you the silky and oh-so-smooth satin touch of Taylor Lockwood on the keys. A warm round of applause please. And don't forget to ask your waitress about the Miracles menu of exotic drinks."

  Oh-so-smooth satin touch?

  Taylor clicked the switch that turned the house lights down and ignited the two overhead spots trained on her. Dimitri had made the spotlights himself--pineapple cans painted black.

  Smiling at them all, even the moony lechers, she began to play Gershwin on the battered Baldwin baby grand.

  It wasn't a bad gig. The temperamental owner of the club in the West Village--a lech himself--had figured that an attractive woman jazz pianist would help sell bad food, so he'd hired her for Tuesday nights, subject only to sporadic preemption by Dimitri's son-in-law's balalaika orchestra.

  With her day job at the firm and this gig, Taylor had found a type of harmony in her life. Music was her pure sensual love; her paralegal job gave her the pleasures of intellect, organization, function. She sometimes felt like those men with two wives who know nothing of the other. Maybe someday she'd get nailed but so far the secret was safe.

  A half hour later Taylor was doing the bridge to "Anything Goes" when the front door swung open with its familiar D to B-flat squeak. The woman who entered was in her mid-twenties, with a round, sweet, big-sister face framed by hair pulled back in a ponytail. She wore a sweater decorated with reindeer, black ski pants and, on her petite, out-turned feet, Top-Siders. She smiled nervously and waved broadly to Taylor then stopped suddenly, afraid of disrupting the show.

  Taylor nodded back and finished the tune. Then she announced a break and sat down.

  "Carrie, thanks for coming."

  The young girl's eyes sparkled. "You are so good. I didn't know you were a musician. Where did you study? Like, Juilliard?"

  Taylor sipped her Seagram's and soda. "Juilliard? Try Mrs. Cuikova's. A famous music school. Freddy Bigelow went there. And Bunny Grundel."

  "I never heard of them."

  "Nobody has. We were all in the same grade school. We'd go to Frau Cuikova's in Glen Cove every Tuesday and Thursday at four to be abused about arpeggios and finger position."

  Several men in the audience were restless, about to make their moves, so Taylor did the lech maneuver--positioning her chair with her back to them--and turned her whole attention to Carrie.