Thomas Hoover - The samurai strategy

New York, New York. Friday, early September, dusk. Heading uptown on Madison. Sheets of icy rain washed the pavement, heralding the onslaught of autumn and the miserable winter to come. The city was poised for its cruelest months, that twilight of the spirit when strangers arm-wrestle for taxis, nobody has time to hold a door, and you cherish every fleeting human kindness.

Bring on the blizzards, the holiday madness. This winter I was planning something long overdue. To treat my daughter Amy, the Madame Curie of her ninth grade, to a real vacation. Just us. We'd leave at Thanksgiving and stay gone through the Christmas break. She got to live with me three months a year, and December was by God going to be one of the months. School? She'd already skipped a year; maybe she was a little too fast-track for thirteen.

Since Joanna, my ex, had already lined up her own holiday excursion (Amy the spy claimed it was with some divorced Tishman VP), she hadn't bothered inventing the usual roadblocks. Clear sailing. We'd open the house down in St. Croix and spend a month getting reacquainted. Work on the tan and some postgraduate snorkeling, a strategic move while I still enjoyed a small sliver of her attention, before a certain "totally terrific" skateboard virtuoso finally got around to noticing her. Only a couple of jobs needed finishing, but they'd be wrapped up with weeks to spare.

That night, in truth, had its moments of nostalgia. The destination was Sotheby's auction house, a place where Matthew Walton was greeted by name at the cashier's window. Home away from home for obsessive collectors. I leaned back against the vinyl seat of the Checker, letting the rhythm of the streetlight halos glimmer past, and reflected on all those happy nights I'd made the trek with Joanna. She'd had no real interest in my collecting hobby, Japanese samurai swords and armor, but she was always a decent sport about it. Besides, she had her own passions. While I was agonizing over long blades and short blades, she'd sneak off and browse for something French and nineteenth century and expensive. Fact is, I'd usually plan ahead and have something of my own on the block just to pay for that little sketch, or print, she suddenly had to have. Out of habit I'd even shipped up a couple of mistakes for the auction this evening (a hand axe and a lacquered-metal face guard).

Though tonight's sale had only a few odd items in my specialty, the slim offerings actually suited the occasion. It left the evening open, time for the real agenda-getting things rolling with a new client who'd inexplicably handed me a job as simple as it was strange.

The man, name of Matsuo Noda, had rung all the way from Japan Friday before last, introduced himself in generalities, then declared he had a pressing legal matter requiring both speed and confidentiality. Inquiries had led him to me. Would I have time to help him locate an office building to buy? He claimed he was head of a Kyoto consulting outfit that called itself Nippon, Inc., and he was looking for something in midtown, seventy-million range.

Honestly I couldn't quite believe he was serious at first. Why this job (just a little legwork, really) for somebody he'd never even met? I could swing it, sure, but now that Japanese investors were snapping up U.S. property right and left, who needed some ex-Texan turned New York lawyer knocking around? There was no rational reason to engage a corporate attorney.

"Out of curiosity, why aren't you working through one of the Tokyo firms here in New York, say, Hiro Real Estate or KG Land? Surely they could-"

"Mr. Walton," he interrupted smoothly but firmly, "allow me to say I have my reasons. May I remind you I stressed confidentiality."

"Merely asking." I took a deep breath. The connection was distorted, a high-pitched hum in the background, as though he wasn't using commercial phone lines. "If you want, I can look around and see what's on the market… and in the meantime how about sending along a prospectus, just for the file?"

"Assuredly," he said, "and I do look forward to working with you." After a few more polite nothings, he abruptly closed out the call.

Peculiar. That wasn't how the Japanese road show usually did business. From what I'd seen, Tokyo invests very cautiously and deliberately, sometimes "researching" a deal half to death. I momentarily wondered if it wasn't just one of the jokers from my old partnership pulling my leg.

He was real enough. A brochure arrived by overnight air, bound in leather, with a flowery covering letter. Two problems: most of the thing was in his native tongue, and what I could read didn't tip his hand. From the looks of its public disclosures, Nippon, Inc. was merely some kind of money manager for Japanese investment banks; it had almost no assets of its own. All I could find listed were a few million dollars, lunch money for a Japanese outfit, mostly cash parked in some short-term Euroyen paper. That, and a head office in Kyoto, was the sum of it. What's more, Noda only worked with Japanese banks and firms. No foreign clients.

So why did this man suddenly require space in New York? An entire building. I honestly couldn't figure it. On the other hand, with any luck the whole deal probably could be put together with a few phone calls.

By way of introduction, let me say that I worked, technically, as a straightforward attorney-at-law. I say "technically" because I was, in fact, a freelance defensive back in the corporate takeover game, which these days is anything but straight. You'd have to go back to the roaring twenties to find so many creative screw-jobs.

Some people are drawn to power; guess I'm more attracted to the idea of occasionally whittling it down to size. So when some hotshot raider found a happy little company whose breakup value was worth more than the current stock price, then decided to move in and grab it, loot the assets, and sell off the pieces-one of the players apt to end up downfield was Matt Walton. For reasons that go a long way back, I liked to break up the running patterns of the fast-buck artists. It's a game where you win some and lose some. The trick is to try and beat the odds, and I suppose I'd had my share of luck.

Give you a quick example. Back in the spring, a midsize cosmetics outfit called me in as part of their reinforcements to fight an avaricious rape, better known as a hostile takeover, by one of their biggest competitors. After looking over the balance sheet and shares outstanding, I suggested they divest a couple of unpromising consumer divisions-namely a "male fragrance" line that made you smell like a kid leaving the barbershop, and a "feminine hygiene" product that could have been a patent infringement on Lysol-and use the proceeds to buy back their own common shares. We also threw together a "poison pill" that would have practically had them owning anybody who acquired more than twenty percent of their stock. Our move scared hell out of the circling vultures and reinforced my reputation on the Street (unduly harsh, I thought) as a give-no-quarter son of a bitch.

Another fact worth mentioning is that I worked without benefit of a real office; after selling off my piece of the law partnership, I operated out of my place downtown, with a telephone and a couple of computers. A kindly gray-haired dynamo by the name of Emma Epstein, who had a rent- controlled apartment down the block, dropped by afternoons and handled correspondence, filing, matrimonial advice, and the occasional pot of medicinal chicken soup. The only other member of my staff was a shaggy sheepdog named Benjamin, who served as security chief, periodically sweeping the back garden for the neighbor's cat. That was it.

Oh, yes, one other item. Crucial, as it turned out. I'd always been a collector of something-once it was antique spurs, for chrissake-but about ten years earlier I'd started to get interested in things Japanese and ended up going a little overboard about old swords and such. Joanna's unscheduled departure managed to burn out a lot of my circuits, and what had been merely an obsession grew into something a little crazy. For a year or so I became, in my own mind at least, a sort of American ronin, a wandering samurai.