One Dog Night (24 page)

“Let’s get started, shall we?” I ask.

Sam nods. “Sure. Hilda?”

Hilda shrugs and says, “You go ahead, Sammy. You can tell it better than I can.”

Sam opens his briefcase and takes out some pieces of paper. He hands a copy of the first one to Laurie, Marcus, and me. Each of the “gang” also takes out their own copy to refer to it. It’s a photograph of a distinguished-looking man, about forty-five years old.

“This is Walter Holland. He’s the presiding judge in the Delaware Chancery Court. Undergraduate at Princeton and then went to Virginia Law, top of his class. Clerked for a justice in the Fourth Circuit Court of Appeals. Married to the former Alice Simmons for three years; they have one adopted child, Benji, and they live a mile from the courthouse. Very well respected, and considered to be the leading jurist on business law in the country. We’ve listed the rest of his bio and some of his most important cases at the bottom of the page.”

I don’t have to ask why I should care about Judge Holland or his background, since he was on the cell phone list. Laurie had tried repeatedly to reach him, but was unable to. What I am now waiting for is what Sam has learned about Holland that has caused him to single him out.

Sam takes out more paper from his briefcase, again handing a copy to the three of us. Again, the “gang” does the same. Another man is pictured in this photo, a little younger than Holland, and a little harder. Even in this photo, it’s clear that this man does not suffer fools gladly, and is used to getting his way.

“This is Alex Bauer,” Sam says. “He is the CEO of Entech Industries, a relatively small energy company, with holdings in the South and Midwest. He’s a former marine, former amateur boxing champ, reputation for being tough.”

“I spoke with him,” Laurie says. “He gave me the party line, that he had no idea what I was talking about, and I should call him back when I had more specifics.”

“Well, you’re about to have some. For the last five and a half years, Entech Industries has been trying to acquire Milgram Oil and Gas, a publicly owned company with a market capitalization that makes it maybe thirty percent larger than Entech.”

“So Entech is borrowing the money to buy it?” I ask.

“That’s not clear,” Sam says. “Either that, or they have other investors behind them, or they’ll sell off pieces of the acquired company. One way or the other, Bauer and Entech do not seem concerned, and they’re offering a forty percent premium on the stock, up from an initial offer of a twenty percent premium.”

“Why isn’t Milgram accepting the offer?” I ask.

“Two reasons. One, it’s a mostly family-owned company, been one for generations. Between five siblings they have more than thirty percent, and just don’t want to give up the business. The second reason is that they have been pioneers in wind technology, and have invested heavily in it. There’s a school of thought that as a country we are headed in that direction, and that the government is going to make a huge investment in it. They’d be on the ground floor.”

“Is that why Entech wants it?” Laurie asks.

“Probably, but they haven’t commented on it. Milgram also has land holdings that it is drilling for oil on, and a lot that it has the rights to but hasn’t gotten started on yet.”

“Why haven’t the other seventy percent of the stockholders taken the offer?”

“Because the board is controlled by the Milgram family, and they’ve adopted a poison pill. Stanley used to be a stockbroker … Stanley?”

Stanley says, “Companies that don’t want to be taken over, but think, oy, it could happen, make a poison pill. There are different types, but this one says that if any outsider buys more than twenty percent of the shares, the current shareholders can buy more shares at a reduced price. It dilutes the value of the newcomer’s shares. The more he buys, the less they’re worth.”

“Oy,” Laurie says, and I look at Marcus. If he says “Oy,” I’m out of here.

“But how do the two tie together?” I ask.

“Bauer and Entech are suing Milgram, claiming the poison pill is illegal,” Sam says. “If they win, they get the company. Milgram’s been fighting it, and draining their assets in the process. It’s considered very unlikely that they’d have the resources to appeal and have this drag on further in the courts.”

“Let me guess. The suit is being heard in Delaware, with Judge Holland presiding.”

Hilda points at me and says to Sam, “He’s very good.”

“Hilda, if I was that good, I’d know what to do with this.”

I tell Laurie I’ll work on Judge Holland, while she deals with Bauer.

The problem is that I have no idea how to do that. It’s pretty tough to get hold of big-time judges, though the fact that Holland doesn’t know me is a plus. Judges who know me have a tendency not to be too fond of me.

It’s also not the smartest thing in the world to accuse judges of doing bad things, especially when the accuser has no evidence and doesn’t know what the bad things are.

So basically, I need to figure out a way to reach him, and then figure out what to say if I do.

“Judge Holland’s office,” is how the woman answers the phone when I call. I’m surprised anyone answered the phone, since it’s Saturday. But he’s apparently preparing an opinion, so I thought I’d take a shot.

“I’d like to speak to the judge, please,” I say. “My name is Andy Carpenter.”

“May I ask what it is in reference to?”

“It’s a personal matter between Judge Holland, Alex Bauer, and myself. Mr. Bauer suggested that I call.”

“Just a moment, please.”

Waiting for her to come back on the phone, I figure there is about a two percent chance that Holland will get on the phone. Maybe less.

“I’m afraid Judge Holland is unable to speak with you, Mr. Carpenter.”

“Unable or unwilling?”

“I assume you are aware that Judge Holland is currently presiding over a case in which Mr. Bauer is an interested party?”

“I am.”

“Then you should know that all contact must go through the court. Good day, sir.”

As my mother would have said about my attempt to reach Holland, “Nothing ventured, nothing gained.” I always found the saying annoying, but it crystallized a clear difference in attitude between us. To her, the “ventured” part was important; while all I ever really cared about was whether something was “gained.”

With nothing better to do, I plunge into as much information as I have been able to accumulate about the case before Judge Holland in Delaware.

Financial litigation has never been a specialty or interest of mine, and this case, if nothing else, confirms that attitude. It is deadly dry, lawyers arguing in arcane legalese about issues which do not seem terribly consequential. Regardless of which company prevails, the world will not be a better, or even appreciably different, place.

But there is something in here, something that relates to Noah Galloway’s trial, and to the murder of twenty-six people six years ago. At least I hope that’s true, because it’s the only hope I have.

The phone rings, and it’s Pete, telling me that he has the list of missing persons from that period six years ago. It’s a very, very incomplete list, he says. “If it helps you, I’ll be surprised.”

I ask him to e-mail it to me, and then I call Sam and tell him I’m forwarding it to him. It’s Saturday, probably a day that most of his gang rests, but he promises to get right on it.

He asks what I specifically want. “Actually, hold off until I get you the rest of the names,” I say, thinking of the list that Cindy Spodek is working on. “Meanwhile, any other connections between people on the cell phone call list?”

“No, but we’re still rechecking it,” he says, and I let him off the phone to do his work.

I take Tara and Bailey for a walk, and when we get back, Laurie comes out on the porch to greet us. “I reached Bauer,” she says.

“And?”

“He did a one-eighty; now he wants to talk. He says he has a lot he needs to say.”

“Needs?” I ask.

She nods. “Needs. It sounds like he wants to get something off his chest.”

“Sounds good to me. Does he have a specific time and place for the unburdening?”

“He’s going to call me back; he said this must be done in absolute secrecy. Made me promise that I would never reveal that he talked to us.”

“Did you promise?” I ask.

“Of course.”

“I’m glad I didn’t.”

“Andy…”

“Let’s see what he says, okay? Maybe he’ll admit to setting the fire. Either way, let’s see if keeping your promise justifies Noah spending the rest of his life in jail.”

“Carpenter called me. He said he was calling on behalf of Alex Bauer.”

If it wasn’t panic in Judge Holland’s voice, it was something close to it.

“Did you talk to him?” Loney asked.

“Of course not. I had my assistant tell him it was inappropriate for me to do so, because of Bauer’s involvement in the case.”

“Good,” Loney said. “You handled it perfectly.”

“You don’t seem to understand; he obviously knows what’s going on. You think he’s going to stop because my assistant said I wouldn’t come to the phone?”

Loney was tired of babysitting these people. They were all leaders in their fields, accomplished people, yet they turned to mush when the going got difficult. “He’s not calling you because he knows … he’s calling you because he’s trying to find out.”

“How do you know that?”

“Because if he knew what was happening, you wouldn’t be the judge that he would go to,” Loney said. “His focus is on his trial, and getting Galloway off.”

“Galloway should get off.”

“Get a grip, Judge. Your part in this is almost over.”

“It doesn’t feel like that. It feels like it will never end,” Holland said.

“Have you finished writing your opinion?”

“Almost.”

“Good. Issue the damn thing already and you’re done.”

“Why does Bauer want the company?” Holland asked. He’d been curious about that since the suit was filed; Milgram was a struggling company, and the legal process had been steadily draining them, to the point where they would not be able to afford a lengthy appeal if they lost.

The wind turbines were promising, but overall the company should not be a ripe takeover target. In fact, noticeably absent these last few years was any other bidder for it; Bauer was the only one.

“There is no need for you to know, and you don’t want to know,” Loney said. “Your sole function here is to make sure he gets it.”

“I’ll post the opinion to the court Web site on Tuesday, after which I will never hear from you again.”

Loney laughs off the threat. “Hey, you called me this time.”

“I mean it, Loney. This is the end of it. I swear, I’ll tell everything I know and go to jail. I might even be able to live with myself.”

“You going to take your wife and child with you? Maybe get adjoining cells?” The threat was very clear, and Loney had made it multiple times before. If Holland did not do as he was told, exposure of his wrongdoing would not be the only retribution.

So for the moment Holland did the only thing he could do. He hung up.

“There’s a motel on Route 46 in Clifton called the Parker Court. I’m in room 216.”

Bauer is saying that to Laurie, and I’m listening on the speakerphone. He has driven up from his home in Cherry Hill, from where he commutes to his office in Philadelphia.

I’ve passed by the motel he’s talking about many times; it is not where you’d expect to find the CEO of a big corporation, unless he was meeting a hooker.

“When should we be there?” Laurie asks.

“We?”

“Andy Carpenter and myself.”

“Oh,” he says, and then is silent for a few moments while he considers that this secret is expanding. “That’ll be okay. Now would be good; the less time I spend in this dump the better.”

“We’ll be there in thirty minutes,” Laurie says, and hangs up.

She starts heading for the car, and I say, “Might make sense to bring Marcus. We don’t know whose side this guy is on.”

She shakes her head. “No time, and I don’t want to scare him off. I’ve got a gun, in case you decide we should shoot him.”

We are at the motel with five minutes to spare. It’s one of those places where you enter the individual rooms from the outside, so we head for 216 and knock. Alex Bauer opens the door in ten seconds.

“I’m Alex Bauer,” he says. “Come in.”

We enter the drab, nondescript room and introduce ourselves, and he says, “Sorry I can’t offer you anything. I would have ordered from room service, if not for the fact that they don’t have any.”

“No problem,” Laurie says.

“I’d like to get right to this,” Bauer says. “I’m a little nervous, and I don’t want to change my mind. But I need your promise this will go no further. If it does, I believe I will be killed.”

Laurie and I both make the promise; I might even keep it.

There are two beds in the room and a chair. Laurie and I sit on one of the beds, but Bauer paces rather than sitting down. “I’m being blackmailed,” he says. “It’s been going on for almost six years.”

There is no limit to the number of questions that this surprising admission raises, but I start with, “Who is doing the blackmailing?”

“The person I deal with, or rather the person who deals with me, I guess you’d call him my handler, is named Loney. His first name is Alan, but he never uses it, at least with me. He works for a man named Carmine Ricci, who is a mob boss in Las Vegas. But I’m not supposed to know that.”

The mention of Vegas is particularly interesting to me, since that is where Danny Butler was killed. “How do you know it?”

“I’ve hired some private investigators to find out. They didn’t dig too deep, because I didn’t want to have them caught in the process.”

“What are they forcing you to do?” Laurie asks.

“I have tendered an offer to purchase a company called Milgram Oil and Gas. It’s been very contentious, and the case is in a Delaware court right now. A decision is expected at any time.”

“What do they have to gain from that?” I ask.

“I don’t know. It is not a move I would have made without their intervention. It won’t hurt my company either way, but as they say, the juice has not been worth the squeeze.”