Bitter Business Read online

  A WONDERFUL READ...

  GiniHartzmark and her lawyer heroine, Kate Millholland, take us on another expertly guided tour through the world of the rich and the superrich. It’s like Dallas except that Hartzmark’s people aren’t cartoons.”

  —-JEROME DOOLITTLE Author of Half Nelson

  “Hartzmark is an excellent writer.... She’s especially good at catching the vibrations of tension which encircle complex business dealings.”

  —Mystery News

  “A refreshing protagonist... Hartzmark brings into play a fascinating behind-the-scenes look [at] the inner workings of an unusual manufacturing company.”

  —Mostly Murder

  “Highly readable... [BITTER BUSINESS] moves briskly.”

  —The Cleveland Plain Dealer

  “When it comes to the legal thriller, Gini Hartzmark s work is top of the line. BITTER BUSINESS is fine, strong stuff; begin reading it on a quiet weekend because you wont want to stop.”

  —LES ROBERTS Author of The Lake Effect

  By Gini Hartzmark

  Published by Ivy Books:

  PRINCIPAL DEFENSE

  FINAL OPTION

  BITTER BUSINESS

  Books published by The Ballantine Publishing Group are available at quantity discounts on bulk purchases for premium, educational, fundraising, and special sales use. For details, please call 1-800-733-3000.

  Sale of this book without a front cover may be unauthorized. If this book is coverless, it may have been reported to the publisher as “unsold or destroyed” and neither the author nor the publisher may have received payment for it.

  Ivy Books

  Published by Ballantine Books Copyright

  © 1995 by Gini Hartzmark

  All rights reserved under International and Pan-American Copyright Conventions. Published in the United States by Ballantine Books, a division of Random House, Inc., New York, and simultaneously in Canada by Random House of Canada Limited, Toronto.

  http://www.randomhouse.com

  Library of Congress Catalog Card Number: 96-96597

  ISBN 0-8041-1241-X

  Manufactured in the United States of America

  First Hardcover Edition: November 1995

  First Mass Market Edition: September 1997

  10 9 8 7 6 5 4 3 2 1

  To Ann Rocco

  ACKNOWLEDGMENTS

  I would like to thank Leon Danco for sharing his insight into the special alchemy of family businesses and Heather Raaf, M.D., for her encouragement and willingness to answer my questions about forensic pathology, no matter how ridiculous. My apologies to them both if I’ve twisted their facts to fit my fiction. Many thanks to Jerry Stovall and Chip Humes of Arizona Plating and Anodizing Co. I’d also like to thank Linda Unger, Esther Goldenberg, and Elizabeth Gardner for their assistance. And, as always, Michael.

  Sometimes an author encounters a name so difficult to resist that she must use it in a book. Thanks to the real Joe Blades for graciously allowing me to borrow his.

  1

  If Daniel Babbage hadn’t been dying of cancer, I would never have met the Cavanaughs. Looking back, that much at least seems certain, even if there are other things—important things—that I will never know and never understand. Babbage was notoriously secretive about his clients, and I have no doubt that under other circumstances he would have chosen to deal with the Cavanaugh family alone. For close to thirty years Daniel’s job had been as much about keeping secrets as providing counsel, and if nothing else, the years had taught him that there will always be some things that are best kept locked away.

  But now the cells in Babbage’s pancreas had betrayed him and the touchstones of his faith had become the radiation and chemotherapy treatments that took him from the office for long stretches and left him weak and exhausted. Finding themselves in his situation, other men, no doubt, would have abandoned the practice of law and used whatever time they had left to pursue their long-deferred dreams. But Babbage was a quirky and reclusive bachelor, and for whatever reason, he had decided to play out the last dramas of his life within the mahogany-paneled confines of Callahan, Ross, Peterman and Seidel.

  And so, after the initial shock of diagnosis, Daniel had begun to make arrangements. He ordered the famous octagonal conference table removed from his office and replaced it with a deep sofa of tobacco-colored leather. Gradually, he relinquished his administrative duties at the firm, including his seat on the powerful compensation committee, which sets salaries and allocates profits among the partners. Finally, and with the greatest reluctance—like a stripper working a very cold hall—he’d begun to assign his files, one by one, to other attorneys at the firm.

  I made the trip down the hall to Daniel’s office in answer to his summons and found him lying on the couch, propped up on pillows. Madeline, his longtime secretary—a stern woman who wore her glasses on a chain—hovered nearby. Daniel was reading a case file, holding the manila folder in front of his face like a choirboy. When he heard me enter he peered over the top of it, tilting his chin down to see me better above the half frames of his reading glasses. He was a small man, just this side of sixty, with a head of candy-tuft white hair and an affably jowly grin. His eyebrows were thick and licked up into pointy tufts above his eyes, which were moist like a baby’s.

  “Kate!” he exclaimed, laying down the file and making a token effort to sit up. “Thanks for making yourself available on such short notice. I understand that the services of our youngest partner are very much in demand these days. Skip Tillman was crowing about you over lunch just the other day. He said it was you who rammed the Norwich Industries deal through. You should have heard him.”

  Skip Tillman was the firm’s managing partner, and from the first day I’d come to work at Callahan Ross he’d never expected me to do anything but fall on my face— an opinion that he’d also taken no pains to conceal. It was strange, but I felt no flutter of victory to hear that he was now singing my praises.

  “So who’s doing what to whom?” I inquired, settling comfortably into the chair Daniel reserved for visitors. Babbage’s specialty was representing family-owned businesses, and as he was fond of pointing out, in his work the same themes were always playing themselves out-—love and hate, money and power, trust and betrayal, fear...

  “You did some work for me two years ago on the Superior Plating file,” he said. “What do you remember about the company? Anything?”

  I took a deep breath and ratcheted back through my mental inventory of cases.

  “Superior Plating and Specialty Chemicals,” I recited easily. “The company is a large metal plating and anodizing operation located on the near south side. It was founded in 1936 by James Cavanaugh, who died young and turned it over to his only child, Jack, who built it into one of the biggest operations of its kind in the country. Their main business is applying metal coatings like chrome, gold, and brass to manufactured metal products—everything from shower doors to streetlights.” I closed my eyes and cast my mind back. “If memory serves, they also have an unusual sideline for a plating company— a division that makes proprietary compounds for niche industries like film processing and embalming, hence the name Superior Plating and Specialty Chemicals. Unless things have changed, it is wholly owned and operated by the Cavanaugh family—Jack Cavanaugh is the company’s CEO and there are a bunch of middle-aged children in management.”

  “That’s very good”—Babbage chuckled—“especially for someone who only billed six hours to the file.”

  “I think you had me looking into the possibility of a two-for-one stock split,” I replied. “I can’t remember why they didn’t pursue it.”

  “They figured that whatever they were going to save in taxes they were going to end up paying in l
egal fees. They decided to give the money to Uncle Sam.”

  “Is the father still around?” I inquired. “I only met him once, but I remember him being tough as nails.”

  “If you think that Jack’s tough, you should have met his father. Now, he was quite a character. I think that’s how we politely refer to bastards once they’re safely dead. They say that in his day James Cavanaugh drank more whiskey, screwed more women, and smoked more cheap cigars than any other son of a bitch in Chicago.”

  “Charming,” I observed dryly.

  “I wouldn’t be so quick to turn up my nose if I were you, Ms. Millholland,” Babbage admonished. “You’d probably have to go back a few generations, but you’d find a couple of your ancestors who were no better than James Cavanaugh and one or two who were a damned sight worse.”

  “Point taken,” I replied.

  Daniel was right about my family, of course, but he was wrong in thinking I was looking down on the Cavanaughs. It seemed, however, pointless to go into it.

  Sometimes I forgot how protective Babbage could be of his clients.

  “Hasn’t Jack Cavanaugh retired by now?” I asked. “I remember he seemed to be getting to that age....”

  “He’ll be seventy this summer, but believe me, the only way he’ll be leaving Superior Plating is feet first.”

  “Come on, Daniel,” I protested. “I thought that frogmarching these old guys into retirement was one of your specialties.”

  “This one I’m leaving for you, Kate. Jack Cavanaugh and I go too far back—he was my first client. He hired me when I was straight out of law school. Now I realize he picked me because I was the cheapest lawyer he could find, but at the time landing him as a client was quite a coup. In my mind Jack was a bona fide industrialist. It didn’t matter that he’d just inherited a run-down factory, a payroll full of his father’s drunken cronies, and a balance sheet that was bleeding red. To me, he was a captain of industry. Since those days Jack and I have been through a lot of things together—baptisms and funerals, foreclosures and Christmas dinner. I’m even his son Eugene’s godfather....”

  “I’d think that would make talking to him about stepping down easier.”

  “You might think so, but it doesn’t. You have to understand that for a man like Jack Cavanaugh retirement is just another word for euthanasia.”

  “Do any of his children have what it takes to succeed him?”

  “Yes. But not the one who Jack’s been grooming to take over.”

  “I see,” I replied, pulling out a legal pad to take notes. “Philip’s the oldest and the heir apparent. When Jack turned sixty-five he made Philip president of the company and gave him the day-to-day running of the business—on paper anyway.”

  “And in practice?”

  “In practice, Philip has the title but no authority. Everyone knows that Jack is still calling the shots. He lets Philip build his card houses and whenever it suits him he strolls over and knocks them down.”

  “So what does Philip do about it?”

  “Nothing. That’s the problem. Now, Philip’s sister Dagny is another story. She doesn’t take one ounce of shit from her father, and as a result he doesn’t give her any.”

  “What does Dagny do at Superior Plating?”

  “She’s the company’s chief financial officer.”

  “And you think she’s the one who should take over for Jack.”

  “It’s completely obvious to everyone but Jack. But even if he did figure it out, he’d never do it.”

  “Why not?”

  “Because feminist progress and just plain common sense aside, men of Jack’s generation don’t pass over a son in favor of a daughter.”

  I thought that one over for a minute.

  “Do any of the other children fulfill the anatomical requirements for top management?” I inquired.

  “Eugene’s the only other son,” Daniel replied, choosing to ignore my sarcasm. “But he’s not in the running.”

  “Why not?”

  “He’s just not front-office material,” Daniel answered a shade too quickly.

  “So who does that leave us with? Anybody else in the picture?”

  “Lydia.” Babbage sighed. “She was Jack and Eleanor’s surprise package—back then we called them bonus babies. Eleanor died three days after she was born.”

  “So Philip’s the oldest and Lydia’s the baby of the family,” I said, trying to keep them straight in my mind.

  “She’s more of an enfant terrible. In my line of work you can always tell which kid had the bad luck to grow up after the company’s cash flow turned positive. Lydia’s thirty-three going on thirteen. She’s had four kids, three husbands, and it’s a safe bet she spends all her money on shrinks.”

  “Does she work for the company?”

  “She draws a salary, but believe me, they pay Lydia to shut up, not show up.”

  I looked over the notes I’d made.

  “Let me see if I’ve got this straight. Jack Cavanaugh is the CEO of a large and highly profitable plating and specialty chemical company. His oldest son, Philip, has the title of company president, but no real authority. His sister Dagny has the brains to be CEO, but no balls, while brother Eugene has balls, but no brains. In the meantime baby Lydia gets herself psychoanalyzed and presumably makes trouble. Jack, who is pushing seventy, plans on living forever, while Philip, I presume, can’t wait to give him the shove.”

  “Correct on all counts,” replied Babbage.

  “Jesus, Daniel!” I exclaimed. “Is this a corporate file you’re handing me or a soap-opera plot?”

  “It gets worse. Read this. Jack received it by messenger at his home first thing this morning.” He handed me a faxed copy of a single sheet of letterhead stationery. I scanned it quickly. It was from Lydia’s attorneys, announcing her decision to sell her shares of Superior Plating and Specialty Chemical stock.

  “I bet this made Jack’s day,” I observed. “How many shares does she own?”

  “Twelve percent of the company. Jack owns fifty-two percent and the rest is divided equally among the four adult children.”

  “Can I see a copy of the buyback agreement?” I asked. Family-owned companies invariably had some sort of agreement that said that if one family member wanted to sell their shares, the rest of the family got first dibs on the stock.

  “Jack had me draw one up when Lydia turned twenty-one and got control of her shares.”

  “Good, then it should be straightforward. We’ll bring in the investment bankers to do a valuation. Then we’ll start haggling over the share price.”

  “Unfortunately, with Lydia, nothing is straightforward.”

  “What do you mean?”

  “We prepared a buyback agreement, but Lydia refused to sign it.”

  “You’re kidding!” I exclaimed. “Why wouldn’t she sign?”

  “Because Lydia is a little girl in a woman’s body,” Daniel Babbage answered with surprising venom. “A spoiled, wealthy little girl who likes trouble the way that a vampire likes blood.”

  It was spring in Chicago, but you wouldn’t have known it. The sky was the color of cold slate and it seemed to bleed into the drab hues of the concrete until the entire city seemed washed in muted shades of gray. It was snowing again and the March wind, blowing in unpredictable gusts, flung wet flakes into the faces of the miserable lunchtime crowds.

  Huddled in the back of a cab on my way to meet Jack Cavanaugh, I couldn’t help thinking about Daniel Babbage. At the office we all worked hard to maintain the fiction that his illness was a temporary inconvenience, tiresome but best ignored. But I knew that pancreatic cancer is painful, difficult to treat, and invariably fatal. Daniel, no weakling when it came to facing facts, undoubtedly knew it, too.

  Up until now I’d done very little work for Babbage, but that didn’t prevent me from liking him enormously. Daniel’s uncanny ability to put people at ease had served him well over the years and I for one was not immune to his avuncular charm.
But more importantly, Daniel was one of the few people at the firm who seemed completely unimpressed by my family. For that alone I would be undyingly grateful.

  There’s no getting around the fact that the Millhollands are famous in this town. There is even a statue of my great-great-grandfather, Theodore Millholland, in the park on East Lake Shore Drive across the street from the Mayfair Regent Hotel. Every morning before the guests get up, the doorman goes over and chases off the homeless men who sleep at his marble feet.

  Theodore’s father made his money running guns and selling opium to the Chinese, but nobody built him any statues for it. Theodore proved his genius by giving some of that money away, thereby securing for himself and all the Millhollands to follow a level of respectability and influence that is beyond price.

  Unfortunately, from my point of view, it is also beyond escape. The Art Institute, the Lyric Opera,

  Pres.-St. Luke’s Hospital, the Chicago Symphony, the University of Chicago—go into any temple of healing, education, or culture in the Windy City and you’re sure to find the name Millholland carved somewhere into the hard, gray stone. It doesn’t help that my parents enthusiastically embrace their role as scions of philanthropy or that my mother, Astrid, and her coven of well-bred friends rule north-shore society with a grip so absolute that they are referred to as “the syndicate” only partially in jest.

  It’s no secret that I went to law school in order to escape them and the gauntlet of parties and shopping that in my parents’ world fills the gap between debutante and bride. But once I got there, I fell in love with the elegant rationalism of the law. By the end of my first year I’d concluded that I’d rather work hard at something I’m good at than to blindly do what was expected of me just because I was Astrid Millholland’s daughter. Daniel, with his long experience of dynastic families and difficult children, seemed to understand completely.