David Rosenfelt - One Dog Night

Most people are surprised to hear that, since Delaware has never been confused with Wall Street as a center of high finance.

It’s called the Delaware Chancery Court, and it has been home to some of the most significant financial trials in American business history. Many of them have gone completely unnoticed by those outside the business community, but the verdicts have on some level affected everyone.

Delaware’s achieving preeminence in this area was the result of design. Favorable state tax laws attracted companies from all over the country, not to make Delaware their corporate headquarters, but rather to make it the state in which they incorporated. So when those same companies are involved in lawsuits, that is naturally where those suits are tried.

Over time, the court has also come to be known for its competence. It is a place where decisions are rendered by its judges strictly according to the law. Lawyers don’t have to worry about renegade judges making unsupported decisions, and surprises are a rarity. And lawyers hate surprises.

This outstanding legal reputation frequently brings “business” into Delaware by mutual agreement of companies that are not even incorporated there. When these companies enter into contracts with each other, they often agree in advance that if they eventually have a dispute, it will be settled in Delaware.

So Judge Walter Holland, chief judge of the Chancery Court, had a very important job, and he took that job very seriously. Blessed with an outstanding legal mind, and having earned a reputation for impeccable integrity, he had long been considered a lawyer’s judge. That is, he would decide cases strictly according to the law, and he possessed a keen understanding of that law.

No surprises.

On this day Judge Holland sat in his courtroom moments before he was to hear opening arguments in a dispute concerning an attempted takeover of Milgram Oil and Gas. In his position as chief judge, it was easy for him to arrange to hear the case himself, and that’s what he did.

As companies in the energy field go, Milgram was a relative pygmy, with a market capitalization of less than a billion and a half dollars. The company attempting the takeover was Entech Industries, a smallish energy firm, based in Philadelphia and run by CEO Alex Bauer. Entech Industries had owned about three percent of Milgram, but then suddenly bought another fifteen percent.

Milgram, correctly anticipating a takeover move by Entech, adopted what is known as a poison pill defense. Simply put, the measure said that if any outside investor bought enough shares to own in excess of twenty percent of the company, then all existing shareholders had the right to buy more shares at a discount.

This maneuver would have the effect of diluting Entech’s shares, and making an ultimate takeover difficult, if not impossible. So Bauer and Entech sued, claiming the poison pill defense in this case was illegal.

It was a fairly complicated case; Judge Holland knew that from his reading of the submitted briefs. But complicated cases were nothing new to him; he faced that every day.

It was also a typical case, in that it was not even close to the public consciousness. Mentions could be found of it on the financial pages, but they focused mainly on the impact that the case would have on the stock of the parties involved.

The lawyers representing the companies were from the finest firms in the country, and Holland knew that they were worth the exorbitant fees they charged. They would prepare meticulously, and they would know every single fact and element of the law that might bear on the outcome.

But Judge Walter Holland knew certain things that the lawyers did not.

He knew that it was not important how well the lawyers were prepared, or how persuasive they would be. None of that would matter, for one simple reason.

Judge Holland already knew who was going to win.

And he knew that twenty-six people had burned to death to ensure it.

Alexander Downey is going to regret his decision.

He’s the vice president and assistant managing editor of Henderson Publishing, and after trading a few phone calls, we set up a meeting to talk about the possibility of Willie Miller writing a book about his heroic exploits.

I’m too busy with trial preparation to go to his midtown Manhattan office, and I suggested we have our discussion over the phone. But Downey wanted to meet in person, and offered to come to my office. That’s the part he’s likely to regret.

My office is located on the second floor of a three-story building on Van Houten Avenue in Paterson. Directly below us is Sofia Hernandez’s fruit stand, which is sort of the community center of the neighborhood. People from surrounding blocks come there to squeeze cantaloupes and discuss the pressing issues of the day.

Downey arrives and climbs the twenty-two creaking stairs to the office. Once inside, he runs into Edna, who reluctantly puts down her crossword puzzle to usher him into my office. She doesn’t offer him coffee, probably because if he said yes, she’d have to make some.

Downey is wearing a dark, pin-striped suit, which, if he auctioned it off, could pay our rent until the end of hockey season. He introduces himself with, “Mr. Carpenter, it’s a pleasure to meet you. I’m a longtime admirer.” This guy is no dummy.

I offer him a seat, and he picks the cleanest one and sits down. We exchange small talk for a while, an easy thing to do once I learn he’s a Giants fan.

I need to move this along, since I’ve got a lot of work to do, so I say, “I understand you want Willie Miller to write a book for you.”

He nods. “Very much. He’s got an amazing story to tell, and I’m sure he will tell it colorfully. He has a unique voice.”

“That he does. Until now, I’m sure you understand, that voice has been verbal. This would be Willie’s first book.”

Downey smiles. “Not a problem, we understand that he is not an established writer. We want him to speak from the heart, in his own words.”

“In his own words…” I repeat, wondering if he’s actually heard any of Willie’s words.

“Mr. Carpenter-”

“Andy.”

“Thank you, Andy,” he says. “We… I… understand Willie’s capabilities as a wordsmith. When I told him I wanted his story told truthfully and unembellished, that there was no need for anything fallacious, he said, ‘ ’Course not, man, I’m married.’”

I can’t help laughing at this recounting, and Downey joins in. From there the conversation goes smoothly, and Downey claims to have the perfect person to serve as Willie’s ghostwriter.

When I ask about compensation, he gives me a piece of paper he has prepared as a proposal, and suggests that I study it. “It calls for an advance of five hundred thousand,” he says, “but I’m confident that with royalties he will earn considerably more than that.”

We reach a basic agreement; the money is obviously good, and since Willie wants to do it, I see no reason to stand in his way. Downey says that he will prepare the contracts and send them to me. We shake hands on it, but it appears that the meeting is not yet over. He tells me that he’d like me to write a book as well.

“Willie knows much more about what happened than I do. He was there.”

“I’m not talking about that case, at least not specifically,” Downey says. “You’ve been part of quite a few high-profile cases, including Galloway. This could be the story of your life, and especially your career.”

“I don’t think so,” I say.

“There would be a substantial audience for it. We do a lot of these books, some written by the subject, some not. Some authorized, some not.”

I think the only thing I would dislike more than work is writing about work, so I say, “Let’s focus on Willie for now.”