Dead Certain (2 page)

“It never is, Kate,” she countered archly. “Perhaps you would have preferred it if I’d called ahead and made an appointment with your secretary?”

I was tempted to say yes, but I would have been lying. What I really would have preferred was to not have this conversation at all. However, I knew the look on my mother’s face all too well. Barring paid assassins coming through the door and killing us both, nothing was going to get her out of my office until she’d said what she had come to say.

“What’s on your mind?” I asked, trying not to think about what was happening in the conference room in my absence.

“There was an emergency meeting of the Prescott Memorial board this morning. The trustees have voted three to two in favor of selling the hospital.”

Mother waited in silence as I grappled with the news. I’m sure she was pleased not only to have caught me off guard, but to have finally captured my complete attention.

“To whom?” I demanded, when finally I managed to find my voice.

“Some company named Health Care Corporation of America that’s apparently going around the country buying up hospitals.”

I leaned back in my chair and considered what I knew about Health Care Corporation, which wasn’t much. HCC was one of those companies that was much admired on Wall Street but reviled nearly everywhere else. They’d burst onto the scene a couple of years ago declaring themselves the messiahs of for-profit medicine and began making money hand over fist.

“Can they really do that?” I demanded, still trying to master my disbelief.

“Do what?”

“Can they vote to sell the hospital just like that?”

“They not only can,” replied my mother, “but they did. As soon as the motion passed we signed the papers.” She brushed a piece of imaginary lint from her sleeve. “Four generations of philanthropy sold off like it was so much old furniture.”

“What exactly did you sign?” I inquired, ever the lawyer.

“Only a letter of intent and a confidentiality agreement,” she replied, as if these were documents that routinely passed through her hands. “The sale itself won’t go through for another ten days.”

“I can’t believe the trustees would vote to sell,” I muttered incredulously. Over the years the hospital’s board had been deliberately kept small—just five seats. Two were held by family members—my mother and her younger brother Edwin—while the other three board members were individuals with close ties to both the family and the hospital. They were Kyle Massius, the president of the hospital; Carl Laffer, Prescott Memorial’s chief of staff; and Gavin McDermott, the hospital’s world-renowned chief of surgery. All were lifelong friends of the family.

“Naturally, Edwin and I tried everything we could think of to persuade them not to do this,” continued my mother. “But we might as well have been talking to ourselves.”

My mother was a very bright woman, but she was so used to getting her way as a matter of course that I wasn’t sure if she could have persuaded a stranger to give her a glass of water if she were dying of thirst. On the other hand, just the thought of Uncle Edwin attempting any kind of higher level mental function was enough to give me chest pains. Edwin was a handsome ne’er-do-well who owed his board seat to the accident of his birth and the family’s desire to give him something to do. His only talent, as far as I could tell, was for bad marriages and even worse divorces.

“But why? What reasons did they give that could possibly justify selling the hospital?”

“Oh, it was just all the usual rubbish about the hospital losing money and the skyrocketing cost of medical care,” replied Mother. For once I thought her right to be dismissive. Money was always short at a charity hospital, and there would always be more patients than beds at an institution that didn’t turn away people who could not pay. “Kyle Massius actually had the nerve to sit there and lecture
me
on the realities of the marketplace,” she continued in a tone of voice that indicated that if he’d ordered her to get up on the table and perform a striptease, she would have been no less offended.

“So who gets the money?” I asked, wondering about the mechanics of buying and selling something that wasn’t actually owned by anyone.

“The foundation will get the proceeds from the sale,” Mother reported.

The Prescott Foundation was a family vehicle, an organization nominally headed by Edwin that existed primarily on paper. Through it, family funds were channeled to charitable causes.

Out of the corner of my eye I caught sight of Cheryl standing in the hall tapping the face of her watch to indicate that it was time to get back into the conference room.

“Well, I’m sure the family will have to put some serious thought into how best to redirect the money,” I ventured, wondering how on earth I was going to manage to finesse my mother out of my office.

“I did not come here to discuss the relative merits of worthwhile causes,” snapped Mother. “Prescott Memorial is not one of these companies that you seem to spend all your time buying and selling. It happens to be one of the finest teaching hospitals in the country and a place where poor people receive first-rate care. Not only that, but every brick, every piece of equipment, every dollar ever paid out in salary was a donation—a gift.

“When your great-great-grandfather Everett decided to donate the money to build the hospital, poor people were literally dying in the streets from influenza. There was no place else for them to go. And once it was built, he didn’t stop. He convinced everyone he knew, his family and all the other prominent Chicago families, to open up their wallets and adopt his cause as their own.

“When your aunt Eleanor’s baby died, the family donated the money for the neonatal intensive care unit. When Freddie VanCott developed kidney disease, his children endowed the dialysis center. Now, suddenly, some big corporation rolls into town and figures it can use those gifts to make money! There is a reason that the donors’ names are on those buildings.”

On some level I knew that she was right, but I couldn’t help wondering whether my mother would feel quite so passionately about it if it didn’t happen to be her name, too.

“Everyone always says that Everett Prescott was a man of tremendous vision,” continued Mother, warming to her subject, “but I can tell you one thing for certain. There is absolutely no way that he could ever have foreseen this.”

I was tempted to point out that I didn’t think he could have predicted cable TV, the AIDS epidemic, or cell phones either, but I held my tongue. The Prescotts all looked upon Everett as if he were a god and not just the source of their wealth and position. But I knew that, like most robber barons, my great-great-grandfather’s reputation had been rehabilitated over time. While the family was busy pointing to the hospital, there were still those who remembered that Everett had started out as little better than a pirate, running guns and opium into China. I had even heard it whispered that he’d murdered a business rival in order to take over his trade, and it was well known that he’d been quick to champion any cause that benefited his own purse.

Despite my mother’s calls for sainthood, I suspected he endowed Prescott Memorial Hospital not out of altruism, but in an effort to buy his way into Chicago society. I had no way of knowing how he’d have seen the sale of the hospital that bore his name—whether he’d perceive it as an outrage or see it as he’d viewed the opium trade, a function of the times. However, I didn’t have the time to speculate about it right now. Cheryl had appeared at the door again, and this time she was taking the direct approach.

“I’m sorry to have to interrupt,” she said smoothly, “but Kate’s client needs her urgently in the conference room.”

“I’m afraid you’re going to have to go back and tell them that she’s already busy with a client,” my mother informed her.

“Pardon me?” I bleated. Out of the corner of my eye I could see a look of horror spreading across my secretary’s face.

“Why else do you think I came here?” Mother demanded incredulously. “I’m hiring you to stop the sale of Prescott Memorial Hospital.”

CHAPTER
2

I ended up saying yes just to get rid of her. There would be plenty of time to find a way to get out of it later. Besides, I told myself I hadn’t agreed to anything I wouldn’t have done for any prospective client—taking a look at the situation and offering an opinion. But in my heart of hearts I knew the truth: after thirty-four years I still hadn’t figured out how to say no to my mother.

In the meantime I had to get back to the conference room and Delirium. By this I meant Delirium the client, not the state of mind, though after three days of caffeine and no sleep it was hard to be sure. Delirium was a computer company, a shoestring start-up on the cusp of either success or ruin, depending on whether I could keep its feuding partners from each other’s throats long enough to make the deal that would make them rich. The company was the product of an unnatural alliance between a visionary professor of computer engineering and a venture capitalist whose time horizon extended only as far as the bottom line.

Normally, in my line of work, I expect to find my adversaries on the opposite side of the table, but there was nothing normal about Delirium. Even by the eccentric standards of the computer world, Bill Delius, the brains of the company, was considered deeply odd. To Bill, technology was his religion and the compromises of business were a painful anathema. On the other hand, his partner was purely a money guy. Mark Millman was a pragmatic opportunist who, if pressed, might confess to a certain faith in the free market, but whose more immediate concern was turning a profit.

For both men, Icon’s interest in Delirium’s technology was a dream come true. The only problem was that for each of them it was a different dream.

Founded by Silicon Valley legend Gabriel Hurt, Icon was the eight-hundred-pound gorilla of the computer industry. Its founder was Bill Delius’s idol. To Delius, Hurt was an imagined soul mate, someone capable of understanding and sharing his vision of the world—a world in which information would soon replace money as the currency of power. However, Delius’s partner was less interested in Gabriel Hurt’s genius than in his bank account. Millman was a gambler, a man who saw his long shot approaching the finish line in the lead. The day Delirium and Icon signed a letter of understanding, the document that signaled the beginning of negotiations in earnest, Millman went out and made a down payment on a Ferrari.

As their attorney, my job was to lead them onto common ground, a task for which I’d begun to suspect a therapist might be better suited. As we neared the deadline for making a deal with Icon, I was beginning to feel like a realtor charged with selling the dream house of a couple now in the midst of an acrimonious divorce. My goal was to get the deal done and, if possible, avoid getting hit by the cross fire.

Contributing to an even greater than usual sense of urgency was the knowledge that I was dealing with quirky people in an idiosyncratic industry. Bill Delius might be weird, but Gabriel Hurt was arguably the world’s most famous eccentric—probably because he could afford to be. Even though I’d spent the last three days in round-the-clock negotiations with Icon’s handpicked transaction team, I had no idea of whether we were any closer to a deal than when we’d started. Gabriel Hurt might run an $800 billion company, but he still made decisions the same way he had when he was writing code in his parents’ basement—alone.

I glanced at my watch and mentally cursed my mother’s timing. Hurt was on his way to Chicago for COMDEX, the week-long computer industry expo held every year at McCormack Place. The Icon jet was due to touch down at Meigs Field any minute, where a limousine was waiting to bring him to Callahan Ross for lunch (a tuna fish sandwich and red Jell-O served on a plain white china plate per instruction) and hopefully the final round of negotiations. As I turned the corner to the conference room I rolled my head to relieve the tension in my neck and reminded myself that this is what I lived for.

I knew there was trouble the minute I pushed open the door. When I’d left the room in response to Cheryl’s summons, there had been nineteen people at the table: myself, three other Callahan Ross lawyers, Delirium’s two principals, and the thirteen attorneys, investment bankers, and officers that made up the Icon transaction team. Now there were only enough people to fill five seats. There was not one face from Icon to be seen.

Making matters worse, Mark Millman was pacing along the far end of the room as quickly as his ample bulk allowed. A fleshy man with thinning hair and flapping jowls, he’d obviously been at it awhile, because there were dark rings of sweat under the arms of his suit jacket and his face was a damp and unhealthy shade of red. By contrast, Bill Delius, wraith thin and dressed entirely in black, stood motionless at the opposite end of the room, staring out the window. I stole a quick glance at the trio of Callahan Ross associates who’d been working with me on the deal, but they were all too busy studying the surface of the table in front of them to catch ; my eye. Not a good sign.

“Where did everybody go?” I asked as I set down my legal pad and took my seat at the head of the table.

Mark Millman stopped pacing and slammed his meaty palms down on the polished mahogany of the table. The three associates actually flinched.

“They left,” he growled. “Hurt called and said he wasn’t coming.”

“Why not?” I asked, saying a silent prayer for a benign explanation, like a plane crash.