Delaware. Same day. 3:00 P.M.
Marsha turned her black Jaguar S-Type onto the Korean War Veterans Memorial Highway, clicked it into cruise control, and leaned back in her seat in preparation for the long drive back to Manhattan. She reached for her cell phone and dialed Kerri’s private number. Kerri answered after one ring. “You free for dinner tonight? I’m buying.”
“Sure, but I probably won’t be able to leave this office until seven. What’s the occasion?”
“I just left the Delaware Chancery Court where I had a meeting with William McCarthy, the judge in your case, and Sydney Mortimer, your friend and mine. McCarthy made some interesting comments. I need to discuss them with you as soon as possible. I thought dinner tonight would be a good time.”
“Okay, where do you want to eat? I’ll make the reservation.”
“How about Sylvia’s. It’s on Lenox Avenue up in Harlem. Try for eight.”
“You’ve got it. I’ll call back to confirm.”
Harlem. Sylvia’s Restaurant. 8:15 P.M.
Marsha drained the first half of her first and well deserved martini, then fixed her grey eyes on Kerri. “Let’s get right into it. Please make sure your seat belt is fastened.”
Kerri nodded, tightening her grip on her wine glass, anticipating bad news.
“McCarthy thinks we’re in a stupid lawsuit. He flowered that conclusion with a lot of whizzy legalese, but that’s his bottom line. He focused his comments on the Iacardi Shareholders‘ Agreement, specifically the clause requiring one hundred percent acceptance of an offer to purchase the company. He thinks the Iacardi brothers should have amended that particular clause when they decided to give Iacardi stock to their employees. He said the clause puts disproportionate power in the hands of a minority shareholder... In this case, it’s you.”
“So what are you telling me?” Kerri asked, certain she already knew the answer.
“While he’s impressed by your alleged motive for so doing, he thinks you’re using the clause to gain unfair leverage, my dear. In other words, if the case goes to trial, he’d have no alternative but to rule for The Plaintiff. The award would be in the area code of a billion, plus costs.”
Kerri took a sip of her pinot and struggled to process the implications of Marsha’s news, all of which were horrible. “So he’s suggesting that I pay one billion dollars to The Plaintiff and we all get on with the rest of our lives?”
“That’s one alternative...There’s another one.”
“No!” Kerri groaned, again visions of an airplane crashing into the South Tower in a huge ball of orange, red and yellow flame recurring in her brain.
“He said he can’t compel you to sign. He knows the clause is valid, and that you haven’t broken any law by refusing to sign The Enerco Offer, but he strongly urged me to convince you to do it. He thinks that it would be best for all concerned.”
“Sure it would, for all concerned about Enerco’s pot of gold, but he doesn’t give a shit about the eighty-seven estates of the Iacardi employees who died for the company and didn’t own a single share of its stock. I’ve said it before and I’ll say it again. If I sign the Enerco Offer, those estates will end up with nothing. I’ve staked my reputation on that, Marsha. There’s no way in hell I can sign that piece of paper. If I do, I’d spend the rest of my life hating myself for being so selfish.”
Marsha smiled and shook her head. “You’re one of a kind, Kerri King. I should nominate you for sainthood. You’ve given all of your money away, anonymously, never once asking for a thank you, or thinking of yourself, and you’re still not satisfied. Now you’re prepared to bankrupt yourself in an effort to save the estates of eighty-seven people from poverty. It would be a lot easier for me to understand if you hadn’t already done something for these estates, but you have. You gave each of them one point four million dollars. Don’t you think you’ve done enough? Isn’t it time you looked after Kerri King?”
“I think it’s time I looked after Kerri King’s conscience. She has to live with it until the day she dies,” Kerri said, then gave her attorney an unblinking stare. “I’ll never sign that Offer. I’d rather declare bankruptcy than do it.”
Marsha, experiencing the excruciating pain of watching a client and dear friend committing financial suicide, could not let it happen without one final effort. She lifted her glass, gulped the remainder of her martini, then returned Kerri’s stare. “Work with me on this,” she insisted. “You’re going down a very ugly road. I’m going to walk you through the chain of events as I see them. First, McCarthy rules for The Plaintiff and awards a billion dollars, plus costs. Next, you declare an inability to pay, so you’re forced into personal bankruptcy. Aside from denying the Iacardi shareholders what is rightfully theirs, the estates of the non shareholders still end up with nothing. In the end, what have you accomplished?”
“First, I’ll have salvaged my self respect. Second, and this is equally important, I’ll still be the president of Iacardi & Sons, and in position to finish what I intended to do in the first place.”
“What’s that? Refresh my memory.”
“Rebuild the company and to put it in position to help all of the estates. I made them a promise. I did it on national television. I told them that as long as I was president of Iacardi, I would not rest until this was a reality. I dedicated that promise to all of the people who died for the company.”
“Very well said. You even sound like a saint. As your friend and attorney I hasten to caution you. You are assuming that after you’ve succeeded in pissing off all of the Iacardi shareholders, and declaring personal bankruptcy while your at it, they’re going to want to keep you on as president. As sure as I’m sitting here they’re going to fight you on this, and they’re not going stop until they’ve thrown you out on your cute little ass.”