TWENTY-THREE #3
I drew up my shoulders and flashed Marty Adler a magnanimous smile. I breathed in luxuriously. I had waited for this moment. I was prepared to be gracious. I would take the high road. I was going to accept the firm’s apology. It was going to be fun to see Adler grovel a bit.
“Ingrid,” Adler repeated.
I waited.
“It occurs to me that the firm is now going to need someone to close the SunCorp deal as the acquisition moves into its next stage. Of course, in light of the circumstances, I think we’ll be able to reinstate you immediately to your old associate position.”
That was it? After everything that had happened, that was all he had to say? No apology, no we’re sorry we ever doubted you? No how can you ever forgive us? No getting down on his knees and groveling at all?
Well, once again, and for the very last time, I had overestimated them. This time, though, it was okay. It made me feel better about what I was going to do next.
I smiled sweetly. “Oh, thank you, Marty.”
Justin whipped his head around, looking incredulously at me.
“But,” I continued, “I don’t think you’re going to need anyone to handle SunCorp anymore after all.”
Adler laughed. “What are you talking about? Of course we do. First we’ve got to file ASAP for Hart-Scott-Rodino, then after we finally get regulatory approval, it’ll be time for us to prepare the next round of—”
“It’s definitely time for someone to file for regulatory approval,” I agreed, then said, slowly shaking my head, “but it’s not going to be Parsons Valentine.”
“What in the world are you talking about, Ingrid?” Marty Adler whipped his little round glasses off his face and blinked angrily at me.
“I’m just saying,” I replied, in a perfectly cool and calm voice, “that I understand SunCorp has decided to take its legal business somewhere else.
“You see,” I continued, opening my handbag and passing him the Wall Street Journal clipping, “Ted Lassiter was very appreciative when I let him know about the potential offshore drilling reforms that are going to be voted on shortly in both houses of Congress. If the bill passes, the current seventy-five-million-dollar cap on liability for offshore oil spills goes away. Private companies are going to be on the hook for everything. And you know what that means, right?”
Marty Adler continued to blink furiously at me, wordlessly opening and closing his mouth, like a hooked fish.
“It means that would trigger the MAC clause. And that might very well mean having to pay the breakup fee. And since that’s set at five percent of the purchase price . . .”
Adler looked heavenward, frantically doing the math.
“. . . that would mean a hefty forty-nine-million-dollar fee to back out of the deal. Ted Lassiter was extremely grateful for my advising him of all this. And even more surprised that his current counsel hadn’t mentioned a thing about it.”
Adler started to sputter. “You poached SunCorp? You ungrateful little—”
“Ungrateful?” I cocked my head to one side and smiled. “I like to think of it as my little breakup fee from the firm. I’m walking away, Marty.”
“Don’t make me laugh,” Adler scoffed. “I’m going to have you disbarred so fast your head’ll spin. Have you forgotten about a pesky little thing called the New York Rules of Professional Conduct? Using a client’s confidential information after you’ve left the employ of your former firm is—”
“Perfectly legal,” I finished. “Not to go all Perry Mason on your ass, Marty, but let me refer you to Rule 1.9(c)(1), which provides that a lawyer who has formerly represented a client may not thereafter use the client’s confidential information to the disadvantage of the former client.
I think even you would have to agree—and I know Ted Lassiter certainly does—that it was to his distinct advantage for me to warn him about a potential forty-nine-million-dollar breakup fee.
Not only that, but I didn’t have to use any confidential information.
I know that print media’s supposed to be a dying beast and all, but I don’t believe that a Wall Street Journal article qualifies as confidential information just yet. ”
Adler’s face was bright red. He slammed a fist down on his desk, hard.
He was making ineffectual little spitting sounds.
Finally he closed his eyes for a beat. When he opened them a moment later, he said in a tight, strained voice, “Ingrid, let’s .
. . let’s neither of us do anything rash.
Let’s just both take a moment to calm down here.
I think I speak for the entire partnership when I say that, under the circumstances, we would be very willing to reconsider your partnership bid immediately, instead of deferring you any longer.
Just come back to the firm. You can keep SunCorp here with us.
You will be the relationship partner on it, I promise.
You’ll get all the credit for keeping them here. ”
“How thoughtful of you, Marty.” I picked up my handbag and went to the door. “But I wouldn’t come back to this firm if you made me managing partner.”
As I turned my back on Marty Adler, I looked over at Justin and widened my eyes at him. Thank you. Justin was grinning at me in open admiration as he followed me out the door.