Due Diligence (11 page)

Primax? Where?

Cross-referenced materials not there—Filing glitch?—Need to locate—Need to ask

What's going on with Guillain B?

Where are Primax files???—must find

Be sure to look for LGB—Sounds like typical G-B syndrome

Cross-reference to Phase Two Trial?—Need to check date—Phase Two Trial?—Not possible!?

I finished my espresso, stuffed the newspaper into my briefcase, and walked down Euclid to the library of the St. Louis College of Pharmacy, which was on the block just east of Children's Hospital. The librarian pointed me toward the
Physicians' Desk Reference
. I took the thick volume over to a study carrel and tried to make sense out of Bruce's notes.

I started with what I hoped would be the easy part, and I was right. The earlier of Bruce's two documents had contained only one question:

Need to check PDR—didn't Squibb solve this problem w/Myco products?

“PDR” meant
Physicians' Desk Reference
, and Squibb was the pharmaceutical company. As for the “Myco line,” the
Physicians' Desk Reference
listed various Squibb medications starting with the prefix “Myco”—Mycolog Cream, Mycostatin Oral Suspension, Mycostatin Oral Tablets, Mycostatin Pastilles, and Mycostatin Vaginal Tablets—all for treatment of yeast infections. Based on Bruce's notes, the folks at Squibb had apparently overcome the obstacle that had stymied the Chemitex scientists.

Next on my list was “NSAIDs,” which turned out to be short for a broad group of medications known as nonsteroidal antiinflammatory drugs. NSAIDs ranged from over-the-counter products such as aspirin and ibuprofen to others available only by prescription, such as Tolectin, Butazolidin and Phrenom, the crown jewel of Chemitex Bioproducts.

I pulled out the second dictation document, the one with all the questions and comments. “Primax” sounded like it might be a drug. I searched through every index in the
Physicians' Desk Reference
: the manufacturer's index, the product name index, the product category index, the generic and chemical name index, even the discontinued products index. No Primax anywhere.

“Guillain B” sounded less like a drug than a name—a French name, to be specific. Nevertheless, I searched for it in all the indices. No Guillain listed in any index. I glanced back at Bruce's question:
“What's going on with Guillain
B?” The name certainly sounded French. I wrote a reminder on my legal pad:
Be sure to look for someone named Guillain B at Société Lyons Pharmaceutique
.

I looked back at Bruce's questions and comments:
“Be sure to look for LGB
—
Sounds like typical G-B
syndrome
.” I found no LGB in the
Physicians' Desk Reference
. I glanced back at the note I had just made:
Be sure to look for someone named Guillain B at So-ciete Lyons Pharmaceutique
. I looked over at Bruce's comments:
“Be sure to look for LGB
.” I added the following to my note:
Look for someone with initials LGB
.

I could only guess at Bruce's references to “Phase Two Trial.” It was a term I had heard in connection with class actions and mass tort cases, including ones involving pharmaceutical companies. Bruce seemed quite agitated over the subject:
“Cross-reference to Phase Two Trial
?—
Need to check date
—
Phase Two Trial
?—
Not possible
!?” It made no sense at all. I wrote a note on my legal pad:
Check litigation reports on SLP and on Chemitex Bioproducts
.

On my way out of the library I dropped by the general reference section on a hunch. They had complete sets of
Sorkins' Directory of Business and Government
and
Standard
&
Poor's Register of Corporations, Directors
&
Executives
. Neither had a listing for any business called Primax or LGB. The
Standard
&
Poor's
entry for Société Lyons Pharmaceutique listed its five top officers. No Mssr. Guillain B, and no one with the initials LGB. But then again, I reminded myself, the list in
Standard
&
Poor's
included only the top five officers of the company. LGB and/or Guillain B could be somewhere else within the company, such as head of R&D. Or, for that matter, he or she or they could be within Chemitex Bioproducts. The French heritage of St. Louis was still evident in the names of its streets (Bellefontaine, Chouteau, Debaliviere) and its suburbs (Creve Coeur, Des Peres) and its inhabitants (including, perhaps, Guillain?).

***

It was close to six o'clock when I got back to my office. My secretary was gone and my message light was blinking. I pressed the play button and waited for the tape to rewind:

“Rachel, this is Karen Harmon.” She spoke in a hushed voice. “I'm in really big trouble. Mr. Sullivan found out about my call down to Chemitex for those R and D records and he's totally furious with me. He had me in his office for a half hour ranting and raving. It was just terrible. I was crying and apologizing like crazy, but don't worry, I never told him about you or us. I don't think I'm fired, but I'm not exactly sure. He told me to report to work tomorrow morning. He has meetings out of the office in the morning, but I'm supposed to report to his office right after lunch and he'll decide what to do with me. Anyway, I've got my aerobics class tonight, which is good, and then I'm going to just try to get my mind off all this stuff for a while. I'm just going to veg out. I'll call tomorrow after I see Mr. Sullivan. Phew! Some day, huh. Bye-bye, Rachel.”

I grabbed the phone and dialed her home number. It rang four times and then her taped message started. I checked my watch. It was almost six-thirty. She was still at her aerobics class. I waited for the beep.

“Karen, this is Rachel. I feel just awful. Please call me at home tonight if you want to talk about it. And don't worry about that jerk Sullivan. If he fires you tomorrow, you can come work for me until you find another job. Please call if you need someone to talk to.”

I called her again at nine o'clock, but got the answering machine. I hung up without leaving a message. I called again just before bed. Once more I got the answering machine.

“Karen,” I said after the beep, “this is Rachel. If you're there, please pick up the phone.” I waited. Nothing. “Call me when you get home. I don't care how late it is. Call me, Karen.”

I clicked off the reading light. It took a long time to fall asleep.

Chapter Ten

The Honorable Kevin “Mad Dog” Madigan, the spooky and senile United States District Judge for the Eastern District of Missouri, once told me that during World War I the second lieutenants in the Romanian army had to wear lipstick and rouge and were required, in Mad Dog's words, “to perform infamous crimes against nature upon their commanding officers.” If that's true, then Barry “Brown Nose” Brauner would have flourished in the old Romanian military.

Not because he was gay, which he wasn't, at least to my knowledge. And not because he performed infamous crimes against nature upon his commanding partner, which he didn't, at least to my knowledge. No, Barry Brauner would have flourished because he was the consummate second lieutenant, and every major American law firm needs a supply of consummate second lieutenants. As the old saying goes, behind every great rainmaker is a Barry Brauner.

The rainmakers are the Great White Hunters of the law firm, the ones who bring in the big clients and the big fees. For the ambitious young associate at any major law firm, an understanding of the subtle nuances of the rainmaker/lieutenant relationship is a far more essential piece of knowledge than an understanding of the subtle nuances of, say, federal securities law. That is because most partners in most major law firms are merely glorified employees—the legal profession's equivalent of middle management, and thus vulnerable cogs in the law firm machinery. By contrast, the rainmakers own the machinery, and their lieutenants run it.

In the Abbott & Windsor lingo, a rainmaker is a BSD, the acronym for Big Swinging Dick. Barry Brauner's BSD was Amory Brewster, former head of A & W's mergers and acquisitions department, now the managing partner of the new Chicago office of Scott, Dillard & Marks. Brewster's surprise move to Scott, Dillard after more than two decades at Abbott & Windsor rated a page-two blurb in the
National Law Journal
(“L.A. Powerhouse Acquires Acquisition Maven To Anchor Windy City Office”) and a feature article in the
American Lawyer
(“Brewster and the Friendly Takeover: A Merger Made In Heaven?”). The
National Law Journal
feature mentioned that Brewster had taken along “a junior partner from Abbott & Windsor.” Although the junior partner was not identified in the article, any lawyer, paralegal, or secretary who had ever worked at the Chicago office of A & W at any time during the past ten years immediately knew who it was. Just as Richard Nixon required a Haldeman and Henry VIII required a Cromwell, Amory Brewster required a Brown Nose Brauner.

As with any BSD/lieutenant relationship, Brewster and Brauner had struck the usual Faustian bargain. Brewster gave his lieutenant a partnership in the firm, a nice share of the profits, and a membership in the Union League Club. Brauner gave Brewster his immortal soul.

Back when I was a young associate in Chicago at Abbott & Windsor, there was no lieutenant as masterful as Brauner, and none as despised. He was a virtuoso at positioning himself to get all credit and avoid all blame. Even worse, he had an uncanny ability to detect an associate's Achilles' heel and exploit the tactical advantage such knowledge conferred. So, too, he had no qualms about manipulating the lives of those he summoned onto one of the matters of his BSD's clients. By virtue of his BSD, Barry Brauner had the power to destroy a young career. Accordingly, every aspiring A & W associate knew that a summons from Brauner was a command from on high, even when that summons arrived—as so often it did—at five o'clock on a Friday afternoon or on Thanksgiving morning or on the day before the associate's two-week vacation. “Mr. Brewster needs this on his desk the day after tomorrow,” he would tell you in that serene but ruthless tone, adding, “and I assured him that you would meet the deadline.” There was no escape hatch for those who hoped to become partner someday.

Brauner was, in short, a thoroughly creepy person. Because I had been in Abbott & Windsor's litigation department back then, I never had to work for him. Although I had my own lieutenants to serve, I was always grateful to be outside Barry Brauner's sphere of influence.

No longer
, I thought glumly as I sat in Brauner's office, waiting for him to finish the third leisurely telephone call he had taken, in true lieutenant form, during our meeting. The firm of Scott, Dillard & Marks occupied several floors near the top of the Sears Tower, and Barry had an east exposure with a dramatic view of the Loop and Lake Michigan. The only personal touch in an otherwise austere office was a framed photograph of his somber wife and two children. The photographer had shot them in a serious pose, staring off to the left, as if watching Barry leave the studio to return to the firm.

Barry Brauner was grayer and balder than during my Abbott & Windsor days, but otherwise looked the same. Although Benny usually referred to him as “that sawed-off piece of shit,” I had forgotten how short Barry really was. I was five feet seven, and he was several inches shorter than me. Although he compensated in subtle ways (his desk chair seemed a little higher than normal, and mine felt a tad lower than usual), he wasn't one of those swaggering bantam roosters or pint-sized popinjays one so often encounters in the courtroom. Indeed, I couldn't recall him ever raising his voice. Early on in his career, Barry Brauner had perfected the ability to smile while projecting an aura of menace from beneath his hooded eyes. The talent had served him well.

He ended the telephone conversation and shifted his gaze toward me. “The documents are now in France,” he said quietly.

“Come on, Barry,” I said with a trace of irritation, “we were both weaned at Abbott and Windsor. They taught us never to work without a net. I assume you made a complete copy of all the documents before you shipped them to France. All I'm asking is to let me look through the documents that relate to the research and development files.”

“Now, Rachel,” he said calmly, “you know I can't do that. These documents are extraordinarily confidential. Your Mr. Rosenthal had to sign a strict nondisclosure agreement before he was allowed to look at any of them,”

“I'll be happy to sign one.”

He sighed and shook his head. “I couldn't even think of raising the subject with my client.”

“Why not?” I persisted. “What if those documents hold the key to Bruce Rosenthal's death? After all, he was working for your client at the time. Wouldn't your client want to help bring his killers to justice?”

“Now, Rachel,” he said with a patronizing chortle, “since when did you become Nancy Drew? As for the documents, the idea that they might contain a clue to Mr. Rosenthal's death is pure speculation. I could never advise a client to let you rifle through highly confidential materials on so tenuous a link. Moreover, my client has very little discretion in this matter. Indeed, Société Lyons Pharmaceutique isn't actually the real party in interest, yet. Don't forget, the deal won't be consummated for at least another month. Until then, the documents are the property of Chemitex Bioproducts, and thus they are the ones with the final say on the subject.” He shrugged. “You see? My hands are tied. Obviously, you are free to try to persuade Chemitex Bioproducts of the merits of your position.”

I had only one trump card left, and now was the time to play it. “I know,” I started in a slow, even voice, “and you know I know, that somewhere in this firm is a complete set of the documents Bruce Rosenthal selected. I'm here, and your client is across the Atlantic Ocean in France. What I see today they'll never have to know about.”

“Good heavens, Rachel, you—”

“Shut up, Barry. It can be done quietly and with discretion, or I can make it noisy and disruptive. That's your choice. You stonewall me today and I will personally write a letter to Mr. Pierre Fourtou, the chairman of your client. I'll tell him what I know and why I believe that there could be information in those due diligence files that relates to the death of one of his U.S. consultants. I'll send copies of that letter to the chairman of the FDA, to the science editors of the
New York Times
and the
Washington Post
, and”—I paused for full effect—“to your boss, Amory Brewster.” I leaned back in my chair and crossed my arms.

He was deadpan up until the last name, which triggered a tic on the right side of his mouth. To a true lieutenant like Brown Nose Brauner, an irritated BSD was a far more intimidating prospect than a team of investigative reporters and a suspicious regulatory agency.

We stared at each other for a long time, and then he turned toward the window overlooking the Loop. He gazed out the window as he rubbed his chin. I waited. Eventually, he turned toward me. “I can't let you see the documents,” he said.

“That's just great,” I said in disgust as I stood up.

“Wait a moment, Rachel. I have a proposition.”

I looked down at him. “What?”

“Please, sit down.”

I remained standing. “Just tell me.”

He leaned back in his chair. “I can't let you see the documents. It would violate our agreement with the client and, just as important, our agreement with Chemitex Bioproducts. If Chemitex discovered that breach, they could call off the deal and sue my client, this law firm, and me. Nevertheless, I am willing to push the limits of the express language of that agreement. Although I can't let you see the documents themselves, I can have the documents searched for you. Our paralegals have prepared a comprehensive computerized index. You tell me what you're looking for, and I can have the answer to you within hours.”

“I'm not completely sure what I'm looking for.”

“That's okay,” he said with what he must have hoped was a reassuring smile. It looked more like a grimace. “You tell me what you're looking for at this stage, Rachel, and I'll get back with the answer. If you have followup questions, I'll have the documents searched for them as well. Fair enough?”

I stared down at him. It wasn't much of a proposal, but it was better than nothing, and it would sure yield quicker results than any other option I had at the moment.

“Well?” he asked.

“I'll give it a try. But if I don't like the results, or if I think you're holding out on me, the deal is off.”

He uncapped his Mont Blanc fountain pen and reached for a legal pad. “Where do we start?”

“Primax,” I said. I spelled it for him.

He looked up with a curious expression. “What is it?”

“I have no idea. But whatever it is, it seemed to bother Bruce.”

“How do you know that?”

“Trust me,” I said. I didn't want to reveal any more than I had to.

“Okay,” he said. “Anything else?”

“Yes. Guillain.”

“Who or what is that?”

I shrugged. “Check the documents. If you draw a blank there, have someone check your client's list of employees. He or she might work for your client. Guillain is probably a first name. Last name begins with a B. Also, check for someone with the initials LGB.”

He finished writing and looked up. “Is that it?”

I mulled it over. “One more thing.” I reached for my briefcase and removed a photocopy of the Beth Shalom/Labadie Gardens list. “See if there's any reference to this.” I handed him the document.

He studied it with a frown. “Where did you get this?” he finally asked, still studying the document.

I shook my head. “Just tell me what's in the files.”

He looked up at me. “Whose document is this?” he asked, clearly bothered.

“Why, do you recognize it?”

He stared at the Beth Shalom/Labadie Gardens list for a moment. “No,” he said without looking at me.

I couldn't tell whether to believe him or not.

“I'm going back to St. Louis this afternoon.” I placed a business card on his desk. “Call me as soon as you have any answers.”

***

For most of the short flight home I stared at the set of questions that Bruce had dictated during his due diligence review of the R&D files. His reference to “Phase Two Trial” reminded me of one of the items that Bruce had apparently wanted legal advice on, namely some sort of statutory limits. If the “Phase Two Trial” was in fact a litigation matter, presumably one that arose out of a pharmaceutical matter, then perhaps there was a statute that limited the amount of damages that could be recovered in such a case.

“Need to check date
” could thus mean the date the statute was enacted. The insurance industry lobbyists in several states had been able to get statutory damage limits enacted in a variety of products liability and medical malpractice contexts over the past several years. I scribbled a note to myself to check the Missouri statute books for statutes that limited the amount of damages a plaintiff could recover in such a case.

It was close to five o'clock when the plane landed in St. Louis. I called my secretary from a pay phone in the terminal to see whether I had any message from Barry Brauner. No word from him, but plenty of nonurgent messages from others, all of whom could wait until tomorrow.

“What about Karen Harmon?” I asked.

“No word from her, Rachel.”

I dialed Karen's home number and let the phone ring until her answering machine clicked on. I hung up without leaving a message. I checked my watch. 5:03 p.m. Maybe Karen hadn't lost her job after all, I thought. Maybe that jerk Hiram Sullivan decided to give her a second chance. I might still be able to catch her at the office. I dialed the number.

“Karen Harmon, please,” I said when the Smilow & Sullivan receptionist answered.

“Oh.” There was a pause. “Are you a friend?” she asked awkwardly.

I gripped the receiver and closed my eyes. “What happened to Karen?”

“Well, she's—oh, God, I'm so sorry. Karen's dead.”