New York. Friday, January 12, 2002. 1:30 P.M.
Kerri, exhausted from a week of long hours and very hard work, entered Marsha Cooper’s office, responding to her invitation. The reason for the invitation made her entry like walking into a torture chamber. She removed her long black winter coat, placed it on the couch nearest Marsha’s desk, then sat.
Marsha smiled at her client and shook her head. “I don’t know how you do it. The whole world is falling on your head and you still manage to look like you just stepped off the cover of Vogue. You continue to amaze me.”
Marsha’s compliment succeeded in coaxing a grin from Kerri. “Maybe the outside looks alright, but you should see it from the inside. It looks like hell.”
“How are you doing with Iacardi?”
“That’s the good news. Thanks to the efforts of a few really good people, we’re off life support. In fact, we’re making a lot of money. We got lucky and hired some of the best traders in the game. I had no idea how many there were out there just waiting for a chance to work for Iacardi. They jumped at our offers. I always knew it was a great franchise. These people confirmed it. Anybody who thought Iacardi was going down was dead wrong. In a lot of ways, I think the company is stronger now than it was before September of last year.”
“There you go again. Modest as ever. I think you should give yourself some credit. Use a little first person singular when you answer that question. There is no way that company would be where it is without you. You were the spark plug. You were virtually alone after September eleventh.”
“You’re very kind. I just wish everyone saw it the way you do.”
Marsha’s smile melted to a frown. “On that subject, the Iacardi shareholders fall into that category. They smell blood, and want to get things rolling next week. They’re represented by Sydney Mortimer. He’s a litigant with Madison, Bolt and Stortz, heavy hitters here in New York. Mortimer’s dangerous. I’ve been in court with this dude. He’s experienced, smart, and a son of a bitch. He’s scheduled an examination for discovery at The United States Courthouse in Brooklyn for next Wednesday morning at ten thirty. I’m driving, so I want you here by nine. We’ll need the whole day. Does that work for you?”
“Sure. What’s an examination for discovery all about?”
“It’s an important part of almost every civil lawsuit. It’s a pre-trial process where lawyers for each of the parties question other parties or their employees, under oath, about the matters involved in the lawsuit. The questions and answers are taken down by a reporter and later, if necessary, can be produced as a written transcript. It’s one of procedures established by the rules of court for helping each party find out about the other side’s case in the lawsuit. The idea is to promote settlement of differences and save expensive trial time. No judge is present because this is not a trial or even part of the trial.”
“I’m delighted that you’re going to be there.”
“You bet your sweet ass I am. There’s no way I’d let you spend one nanosecond with that animal without me. He’s going to ask you a ton of questions, none of which I want you to answer, unless I nod. Just remember, he’s there for only one reason: he wants to win the case for his clients. To do that, he’s going to use every trick in the book to get you to say something you’ll regret, something he can use against you in court. Give him short answers, ideally one word. Don’t give him anything else. Don’t volunteer any information. Don’t lie to him. He’ll beat you like a drum if you do...One more thing, and this is crucial. Keep your cool and don’t let him see any anger. He’ll try, but don’t give in. Let him know you’re stronger than that. Got it?”
Kerri nodded. “I hate him already.”
“So do I. Just don’t let him see it. He’ll use it against you.”
“What about our side? When do we get a chance to examine our opponents?”
“Same day. Same place. It’s at two in the afternoon, and I want you there. I’m going to examine Peter Tavaris and Walter Deaks. Those two have more than money to gain from winning this case. Can you suggest anyone else?”
Kerri considered the wives of the two Iacardi brothers, but concluded that money and security were their sole motives for signing the Enerco Offer to Purchase. She also considered Andrea Dennis, but her motives were identical to the Iacardi wives. Then she was struck by the obvious. “Yes. Ken Layton and Jeffrey Wheeler, the power and glory of Enerco. They have everything to gain by forcing me to sign their Offer to Purchase. I can’t prove it, but I think they talked Tavaris and Deaks into organizing the lawsuit. Other than those two, you’ve picked the right ones, and you’re right about their motives. I’m certain they’ve been promised kingdoms if they help Enerco acquire Iacardi.”
“Okay. Next subject. Let’s talk about the I.R.S.,” Marsha said, sending an cold shivers through Kerri’s body. “Henry Markoff called me this morning. Believe it or not, he actually sounded pleasant. He gave me some good news and some bad news. The good news is that if I file the Notice of Objections I referred to earlier this week, the I.R.S. is prepared to grant the tax relief I asked for. The bad news is that you’ll still have taxes and penalties of at least ninety-eight million.” she paused to allow Kerri to digest the number. “He said that even though you stepped forward and voluntarily disclosed your foreign holdings, and you donated all of it to a worthy charitable cause, you still broke the law by failing to file an pay income tax for ten years on a very large amount of money.”
Marsha’s news came as no surprise or shock to Kerri. She had expected it. In fact, she had anticipated that her liability would be even higher. Her problem was a rather acute shortage of cash. She had given away all of the funds in her Swiss account and loaned one hundred million to Iacardi & Sons. Her only liquidity was the two million left in her Rainy Day account.
“I don’t mean to sound facetious, and I’m very grateful for what you’ve done, but where do I get ninety-eight million? I know it’s my own stupid fault. I should have prepared for this before I started giving money away.”
Marsha frowned. “This is the big time, my dear. Unless you have some more cash hidden away, you’re going to have to borrow it. The Feds’ meter is running on that ninety-eight million, and you can’t write off the interest. You can on a bank loan. I’ve spoken to some of my friends in the banking business. Two of them, acting independently and completely unrelated, are prepared to loan the money to you, on the condition that you use your Iacardi loan and your Iacardi stock as collateral. Also, they want their points.”
“I presume you mean interest.”
“Yup, plus fees and expenses, but don’t worry about it. It’ll hobble you for a while, but it won’t cripple you. You’ll still be in the game.”