Rough Trade (4 page)

I took her by the hand.

‘It’ll be all right,” I said. “I promise.”

For a second we eyed each other with the ferocious intensity of fifth graders swearing a blood oath, but it quickly evaporated into awkwardness. Nothing in our careful upbringings had ever prepared us for how to gracefully navigate this moment.

“Oh my god!” exclaimed Chrissy, as if suddenly remembering something. She hopped lightly off the pile of chairs. “There’s something I’ve been meaning to show you and the way things have been going, who knows if I’ll have another chance.”

“What is it?”

“You’ll see when we get there,” she replied, giving me the same mischievous look I recognized from high school,, the one that had landed me in the headmaster’s office on more than one occasion.

I followed her down the stairs and through the labyrinthine back corridors of the stadium. As soon as we’d strayed from the main concourse I was astonished by how a structure that held more than eighty thousand people could suddenly seem so empty. I trailed her down a dim corridor illuminated by a series of naked light bulbs hung at intervals from dripping pipes overhead. I suddenly found myself thinking about rats. A building this old was sure to have thousands of them. After years of feasting on dropped popcorn and spilled beer they were probably as big as goats.

We walked faster, hurrying toward our destination, though as we traversed the bowels of the aging stadium I couldn’t even begin to imagine what it was. Eventually I became aware of a noise, a kind of continuous roar like the sound of machinery or running water. As we walked, it grew louder, and I realized that it was voices, the mingled voices of the thousands of Monarchs fans.

Chrissy led the way down two flights of stairs, around a sharp corner, and through a set of heavy double doors marked
AUTHORIZED PERSONNEL ONLY.
We banged through them and suddenly found ourselves back in the world of bright lights and fresh paint. There were trainers carting armfuls of towels and huge coolers of Gatorade, and tense-looking young men clutching clipboards and wearing headsets. Off to one side were three sportscasters, each standing in his own halo of TV lights, speaking to the camera, each oblivious of the others.

I saw the players coming just in time to step out of the way. Chrissy and I stepped back and pressed our backs against the wall to let them past. The players, enormous men made even more so by their equipment, emerged from the locker room at a trot, shouting. Chrissy took my hand and led me in their wake up the ramp and through the tunnel toward the light. As soon as the first one hit the field the roar obliterated everything else. I heard the groan of the bleachers as the sellout crowd rose to its feet and raised its voices in unison.

“Isn’t this amazing?” demanded Chrissy, shouting to be heard over the din.

You hear so much about an adrenaline rush, but this was something different. An adrenaline rush is what you get when you have a fight with your boss or a truck cuts you off in traffic. This was like some kind of powerful drug, like having firecrackers go off in my blood. As I stood there in the tunnel watching the Milwaukee Monarchs take the field, the hair on the back of my neck actually stood on end.

In an instant I understood everything. I thought of Beau Rendell and knew just why he didn’t want to give any of it up and more importantly why he was afraid to move the team. As I listened to the roaring adulation of the fans, I knew that somewhere above me Beau Rendell heard it, too. I wondered whether, high in his box, he was thinking the same thing: What would it be like when the energy behind all of the cheering and adulation suddenly turned to hate?

CHAPTER 3

When I arrived back in Chicago and got to the office, I was disappointed to discover that the corporate law fairy had not paid a visit in my absence and made the Avco file disappear. It was the deal from hell and it was never going to go away. I’d been working on the initial public offering for Avco for so long that it was getting hard to remember a time when the company and its problems had not consumed me.

Avco Enterprises billed itself as an entertainment company. It was the brainchild of a pair of creepy Eurotrash twins, Avery and Colin Brandt, who’d started out in the adult video business and ended up owning a string of adult entertainment restaurants called, of all things, Tit-Elations. The restaurants were scattered across the Midwest in Places like Muncie, Indiana, and Portage, Ohio. Their plan was to take the company public, raise $40 million, and turn Tit-Elations into a nationwide chain.

It was just what the world needed.

My only consolation was that the porno brothers (as I called them behind their backs) and their tawdry enterprise had been forced on me. They were really Stuart Eisenstadt’s clients. Stuart had been a partner in a smaller firm that Callahan Ross had acquired lock, stock, and copy Machine in one of its periodic buying binges. How he managed to convince Callahan Ross’s notoriously puritanical management committee to allow him to handle the deal in the first place was totally beyond me, although I secretly hoped that blackmail was involved.

Of course, once they’d given their okay, the managing partners immediately came down with a case of the vapors and began slapping conditions and restrictions on Eisenstadt, the most onerous being that I, with my extensive experience with IPOs, take the lead on the transaction. This was exactly the kind of passive-aggressive bullshit for which the management committee was famous. Eisenstadt was furious and I must confess I was feeling pretty cranky myself. I suspected that they’d tapped me for the case expressly because they knew it would make my flesh crawl. I just couldn’t decide whether it was some kind of, test of my loyalty or a payback for my subversive attitude* and general lack of rah-rah spirit regarding the firm. In my more cynical moments I decided it was both.

Like most shotgun weddings, this one had been rocky from the start. While Stuart and I had so far managed to! remain at least superficially cordial, it would also be fair to say that we had quickly developed a healthy sense* of loathing for each other. Since day one Stuart worked! hard to systematically sabotage my relationship with his clients, who even without his help seemed to bring out the absolute worst in me.

It didn’t help that the Securities and Exchange Comi mission had ridden us hard from the beginning, making no secret of the fact that they intended to make the process as difficult as possible for us. Because the SEC feared flack from the religious right, Avco’s bid to go public had beer exposed to the most rigorous regulatory scrutiny. So far we had managed to get through due diligence, the underwriting agreement, the red herring, the SEC’s idiosyncratic computer system, EDGAR, the comfort letter, seven drafts of the registration document, the blue-sky memoranda, and five separate SEC comment letters, each of which we had to meticulously reply to, specifically addressing every one of the SEC’s concerns.

I had long ago passed the punch-drunk, burned-out stage of being totally fried that marks the end of a long case. Now I was at the point where I hated the clients, the deal, and myself. The only good thing that could be said was that after nearly a year, we had to be approaching the end. I alternated between feeling delirious at the thought that we might soon close the deal and sick with fear that the SEC would manage to devise even more impediments.

I rounded the corner to my office expecting to find my secretary, Cheryl, waiting for me. Instead, I saw Stuart Eisenstadt sitting behind my desk, casually flipping through my files.

“Where’s Cheryl?” I demanded, shrugging off my coat and trying to keep the edge out of my voice. Our latest— and I prayed final—-answer to the SEC was due in Washington by nine the next morning, and I had asked my secretary to come in, even though it was a Sunday, to enter the final changes in the draft.

“I sent her home,” replied Stuart, rising from my chair, picking up the silicon breast implant I used as a paperweight, and beginning to knead it in his hand. It had been a present from my roommate, who gave it to me when I first told her about the Avco IPO. It was actually one of the more tasteful presents I’d received. Ever since the word got out about representing Tit-Elations, a veritable tide of gag gifts, mostly from adult novelty stores, had washed up on my desk.

“Why would you do that?” I demanded. “Now who’s going to do the reply?”

“My girl Teri can handle it,” Stuart assured me. In an office where half the guys make Steve Forbes look sexy, Stuart was considered unattractive. “It didn’t make sense to have two girls sitting around filing their nails, seeing as I had no idea where you were or when you’d get back.”

“Let me explain something to you, Stuart,” I said. “For one thing, when this deal closes, we’re going to hand the client a check for $40 million and our bill for $250,000. They’re going to kiss our feet, not quibble about a couple of hours of secretarial overtime. For another thing, I can’t speak for Teri, but Cheryl isn’t a girl, she’s a highly intelligent twenty-eight-year-old woman who, on top of working for me, is in her second-to-last semester of night law school where she is at the top of her class. She’s the one who’s done all the work on the original document, and for that reason I want her to be the one to enter the changes. Unfortunately she lives forty-five minutes from here, so I now instead of one secretary waiting at sixteen dollars an hour we have two lawyers waiting at six hundred.”

“That’s okay,” Stuart replied, nonplussed. “We still; haven’t gotten the changes back from the client yet.”

“Tell me you didn’t send it to them,” I groaned, trying to decide whether to burst into tears or leap over my desk and I strangle him with my bare hands.

“Of course I sent it. They said they wanted to see it again. Why wouldn’t I?”

“Because between the two of them the Brandt brothers have yet to see a sentence written in the English language that they don’t think needs changing if only for the sheer joy of changing it. Avery is illiterate and Colin is so anal compulsive that he thinks that if he just gets all the commas in the right place, the SEC will forget that he’s running a bunch of sex clubs and let him collect his $40 million, not to mention give him a gold star for neatness.”

“They’re the clients, Kate,” intoned Eisenstadt, doing aj good job of pretending to be affronted.

“They’re morons, Stuart,” I shot back in disgust, “morons who are paying us big bucks to save them from themselves.”

While I waited to hear back from the Brandts I summoned Sherman Whitehead to my office. Sherman was the associate who I counted on to do the grunt work on most of my cases. He had a nasal voice, an irritating manner, and an adolescent habit of blurting out the first thing that came into his head. With his acne scars and thick glasses he was practically a poster child for the socially disadvantaged and thus was never permitted in the presence of an actual client. The other lawyers in the firm avoided him, as well, preferring to send him their assignments by E-mail. The truth is that he made them nervous. Scratch the surface of even the most urbane lawyer and you’ll find a nerd screaming to get out. Sherman reminded them too much of what they might have been if their wives hadn’t worked so hard to shape them up.

Fortunately, what Sherman lacked in social grace he made up for in brain cells. Unburdened by any kind of personal life, he also did the work of ten without complaint and indulged in none of the ass kissing and back stabbing that characterized most of the other young lawyers in the firm. Besides, his appetite for detail and his ability to deal with the kind of mind-numbing, number-crunching, go-on-until-you’re-dead minutiae that characterizes so many financially complex deals was nothing short of amazing.

“So, have we gotten the updated financials from Avco yet?” I inquired as Sherman perched on the edge of the associate’s chair, nervously intertwining his fingers and awkwardly crossing and uncrossing his legs.

“I’ve called their accounting guy at least twenty times. He promised me on his mother’s grave that I’ll have them on Monday.”

“If he doesn’t deliver, I want you to go there personally and get them even if it means sitting on him until they cough them up. We’re past the point of bullshitting on this. I don’t want to be this close to closing this deal and have the SEC come back to us saying that we haven’t given them everything they asked for.”

“I’ll take care of it.”

“Good. In the meantime I want you to start in on something else.” I pulled out my car keys and tossed them to I Sherman, who didn’t even come close to catching them, He was probably the kid who, in gym class, was so uncoordinated he’d trip over the paint on the floor. “There are a couple of document boxes in the trunk of my car. I want you to go through them for me.”

“Should I set up a case file?” he asked, stooping to retrieve the keys.

“Not yet. I also don’t want you to tell a single soul about this.” I pulled out my copy of the L.A. term sheet and slid it across the desk to Sherman, briefly summarizing the Monarchs’ financial situation. “I want you to take a close look at the lease agreement between the city and the team.”

“What am I looking for?”

“Anything that would prevent the Monarchs from moving the team.”

“You mean like a specific performance clause?”

“Exactly.”

As a rule, a contract cannot force a party to do what they do not want to do, it can only make them pay damages if they fail to perform as specified. If you rent an apartment, the lease states the amount you must pay in rent. It may also prohibit certain behaviors like keeping pets or causing damage. What it doesn’t say is that you must actually live in the apartment. A specific performance clause was the exception to that rule. Just like the name implied, if one is included, it means that the parties agree that a specific action will be performed. In recent years they had become standard in most agreements between professional sports teams and the municipalities that owned the stadiums they played in. It was a way of obligating teams to play all their home games in the stadium throughout the duration of the lease period. But the Monarchs’ lease had been signed nearly a decade ago. I prayed that their agreement with the city predated this trend.