Chapter 18
Chapter Eighteen
Julian
Forty-eight hours after I land in New York, I am still wearing the shirt I changed into yesterday morning.
I haven't been home. The sofa in my office has become a bed for the two or three hours I manage between conference calls, and the private bathroom down the hall is the only reason I don't look as exhausted as I feel.
Someone keeps replacing the coffee on my desk before it goes cold.
Someone else keeps leaving food I barely touch.
Outside, the forty-fourth floor is running like a command center.
Every conference room is occupied. Legal has taken over two of them.
Investor relations is working from the executive boardroom because its video system can support the volume of international calls coming in simultaneously.
Daniel has converted the smaller strategy room into a running schedule of regulatory requests, counsel meetings, press briefings, and board sessions.
On the street below, satellite trucks have been parked outside the building since yesterday afternoon. Every time one of our executives enters or leaves, cameras follow.
Blackwell Technologies lost eleven percent of its value before the market closed yesterday. By 10:30 this morning, it is down another seven. Billions in market capitalization have disappeared in less than two trading sessions.
I stand at the head of the conference table with Adrian beside me while Vivian Cross speaks through the wall-mounted screen from Legal's offices three floors below.
“We now have formal document-preservation notices from the U.S. regulators and the European Commission,” Vivian says.
“The United Kingdom inquiry is still preliminary, but outside counsel believes they'll coordinate rather than operate independently.”
Adrian leans forward, both hands braced against the table.
“What exactly are they coordinating around?”
“Market concentration, acquisitions, and allegations of exclusionary contracting,” Vivian replies.
“They're looking at whether Blackwell used infrastructure agreements to disadvantage competitors in multiple markets.”
“Allegations based on what?” I ask.
Vivian looks directly into the camera.
“We don't know yet.”
“That isn't good enough.”
“It isn't intended to be,” Vivian says.
“It's what I can substantiate at this moment.”
No one in the room reacts to the edge in either of our voices.
Everyone is too tired.
Three members of outside counsel sit farther down the table with laptops open. Daniel is near the door, answering messages while maintaining the schedule on his tablet. Adrian's communications director has two phones in front of her, one of them lighting up every few seconds.
I turn toward Vivian's image on the screen.
“What have they requested?”
“Acquisition records going back six years, internal pricing models, infrastructure contracts, executive communications related to fourteen named competitors, and board materials involving three acquisitions.”
One of the outside attorneys, Martin Ellis, looks up from his laptop.
“They've also included a preservation demand broad enough to cover executive email, messaging applications, corporate devices, and relevant personal communications,” Martin says.
Adrian exhales through his nose.
“Relevant according to whom?”
“The regulators,” Martin replies.
I look toward Daniel.
“Have preservation notices gone out internally?”
“Twenty minutes ago,” Daniel says.
“IT has already suspended automatic deletion across executive accounts.”
“Good.”
My work phone vibrates against the table. Daniel's does the same almost simultaneously. Neither of us reaches for them.
Vivian continues.
“No one deletes anything. No one edits anything. No one decides something is unimportant and removes it. If you're unsure whether it falls within scope, preserve it.”
Adrian turns toward the screen.
“And the press?”
“Still feeding on speculation,” Vivian says.
“We aren't commenting on the substance of an active investigation. Communications has the approved statement.”
Adrian's communications director, Rachel Monroe, slides a printed copy toward him.
“We've issued the same language to every outlet,” Rachel says.
“Blackwell is cooperating with regulators and believes its business practices comply with applicable competition law. Nothing beyond that.”
“How many requests?” I ask.
Rachel gives me a look that answers before she speaks.
“Since 6:00 this morning? More than four hundred between press, television, trade publications, podcasts, and international desks.”
Adrian sits back.
His face is drawn from lack of sleep. The usual ease in my brother has disappeared entirely.
“What about investors?” he asks.
Daniel checks his tablet.
“We have calls scheduled with the twelve largest institutional holders before 3:00. Three requested direct conversations with Julian. Two asked whether the board is considering leadership changes.”
The room goes still.
I look at him.
“Leadership changes?”
Daniel nods.
“They're asking the question.”
Adrian's jaw tightens.
“After forty-eight hours?”
“Fear moves faster than facts,” Vivian says from the screen.
I turn toward the windows. Forty-four floors below us, another cluster of cameras gathers near the main entrance as a black SUV pulls to the curb.
The stock ticker on the financial channel playing silently against the opposite wall updates again.
BLACKWELL TECHNOLOGIES -18.4%
I look away from it.
“Who has threatened to reduce position?” I ask.
Daniel scrolls.
“Holland Asset Management wants assurances before close. Meridian Capital requested a governance call. Northstar is holding for now. Two smaller funds have already reduced exposure.”
“How much?”
“Roughly three hundred and eighty million combined.”
Adrian swears under his breath.
I pull out the chair at the head of the table but don't sit.
“Get Holland and Meridian on separate calls,” I tell Daniel.
“No joint briefing. I want to know exactly what each one is worried about before they hear what the other one is asking for.”
Daniel nods. “I'll move them.”
“Rachel, nothing changes publicly without Legal signing off.”
“Understood,” Rachel replies.
I look toward Vivian.
“I want the acquisition files on the three deals regulators identified.”
“They're already being pulled.”
“And the original competition reviews.”
“Also being pulled.”
“Who signed them?”
Vivian checks something outside the camera frame.
“Different teams depending on the year. I'll have the full list within the hour.”
Martin closes one document and opens another.
“Julian,” he says, “before you start conducting your own internal review, I need you to understand that we're past the stage where ordinary operational instincts are useful. Legal needs control of the process.”
I stare at him.
“My operational instincts built half the infrastructure they're questioning.”
“Which is precisely why counsel needs to determine what you review and how.”
I don't like it.
That is irrelevant.
“Fine,” I say. “Then move faster.”
My work phone starts vibrating again.
This time Daniel glances at the screen.
“Richard.”
Adrian looks at me.
I take the phone.
“Dad.”
Richard doesn't bother with a greeting.
“How bad?”
I walk toward the windows.
“Bad enough that you shouldn't trust television coverage and not bad enough for the company to collapse before lunch.”
“That's not an answer.”
“It’s the one I have right now.”
Richard is silent for a second.
Then he asks, “The board?”
“Circling.”
“Preston?”
“Especially Preston.”
A sharp exhale comes through the phone.
“I'll be there within the hour,” Richard says.
“You don't need to come in.”
“Yes, I do.”
The call ends.
I lower the phone and find Adrian watching me.
“He's coming,” I tell him.
Adrian rubs a hand across his face.
“Excellent. We were running low on pressure.”
It isn't a joke. There is no humor in his voice. Daniel steps back into the room after taking another call.
“The 12:30 investor briefing has been moved to 12:00,” he says.
“Vivian needs you both with outside counsel again at 1:15. Emergency board session is at 2:00. Meridian is now requesting 2:45, and European counsel wants 3:30.”
“What happened to lunch?” Adrian asks.
Daniel looks at him. “Yesterday.”
Adrian nods once. “Right.”
I check the clock.
11:42.
In eighteen minutes, I need to convince several billion dollars' worth of institutional investors that the company remains stable while regulators on two continents are asking whether the way we built it was legal.
At 2:00, I have to sit in front of a board whose loyalties become less predictable every time the stock price drops. My office door opens again, and a member of the legal team places another stack of printed documents on the credenza.
“Additional subpoenas,” she says.
I look at the stack.
“How many?”
“Four.”
She leaves before I can ask anything else. Adrian walks over and picks up the first packet.
“This is getting worse by the hour.”
“I know.”
“They're going to start looking for someone to blame.”
“I know that too.”
Adrian drops the packet onto the table. For the first time in forty-eight hours, neither of us has another immediate instruction to give. The pause lasts less than ten seconds. Then Daniel looks up from his tablet.
“Investor call is live.”
I button my jacket, take my seat at the head of the table, and reach for the conference controls.
“Put them through.”
The emergency board session begins at 2:03 and turns adversarial before 2:20.
Preston Hale waits until Vivian finishes summarizing the regulatory posture before he makes his move.
“We need a formal crisis committee,” Preston says, folding his hands over the papers in front of him.
“Independent authority, direct reporting from Legal, and the ability to approve material responses before management acts.”
I look across the table at him.
“You mean before I act.”
Preston doesn’t flinch.
“I mean before any executive whose decisions may eventually fall within the scope of the investigation acts without oversight.”
Adrian sits beside me, expression hard.
“That’s a convenient distinction,” Adrian says.