Chapter 6 - The Fracture of Corporate Counsel
Brian Harris did not immediately pick up his leather briefcase from the carpeted floor.
He stood motionless between the double mahogany doors and the long oval table, his face devoid of blood.
His eyes darted from the heavy red lettering on the forensic audit binders to the unyielding faces of the twelve Drayton attorneys.
Jerome took two steps forward, his boots sinking into the thick navy wool of the boardroom rug.
"Brian, pick that up," Jerome barked, his voice vibrating with frantic authority.
"Tell these people that Northgate’s corporate charter prevents any individual creditor from executing a unilateral asset freeze."
Brian did not reach down for the leather handle.
He slowly lifted his head, his spectacles sliding slightly down the bridge of his damp nose.
"Jerome," Brian whispered, his voice trembling so violently that the papers in his hand rustled.
"You told me Crestview was an arm's-length third-party logistics consulting firm approved by the audit committee."
"It was," Jerome insisted, turning to glare at his own general counsel.
"It was an operational vehicle created to streamline the pre-merger software architecture for Bellmore."
Marcus Wright leaned forward from his seat to my left, resting his forearms against the polished glass table.
"Mr. Harris, as an officer of the court and Northgate’s chief legal representative, you are under a statutory obligation not to knowingly endorse fraudulent filings."
"In binder number three, which you may inspect at your convenience, you will find the corporate registration documents for Crestview Holdings registered in George Town, Grand Cayman."
"The managing director of that entity is Toby Ford, an individual who earns twenty-two dollars an hour maintaining ski lifts in Summit County, Colorado."
"Toby Ford is the younger brother of your executive assistant, Bridget Ford."
"Every invoice routed to Crestview was certified by Jerome Chase’s personal digital signature token and countersigned by Ms. Ford."
"Neither the audit committee, nor the independent board members, nor Mrs. Chase as chair of the capital allocation committee, ever received notice of this related-party transaction."
Brian Harris swallowed hard, his throat clicking audibly in the dead quiet of the room.
"Seven point four million dollars," Brian murmured, staring at Jerome as if seeing a ghost.
"Jerome, you swore on your corporate oath that those disbursements were cleared by the treasury department."
"I manage the strategic direction of this enterprise, Brian!" Jerome shouted, wheeling around to face the entire boardroom.
"We needed to guarantee certain offshore intellectual property rights to make the Bellmore acquisition viable!"
"I do not need Leona's permission to run the company I built with my bare hands!"
I remained seated, watching him unravel with the detached precision of a surgeon observing an incision.
"You did not build this company with your bare hands, Jerome," I said softly, cutting straight through his bluster.
"You built it with three hundred million dollars of Drayton capital guarantees."
"You built it because my family’s name opened the doors to every institutional underwriter on Wall Street."
"And while I gave you the freedom to run operations, you used that trust to establish a private slush fund for your twenty-eight-year-old mistress."
Jerome took a violent step toward my chair.
"Leona, you watch your mouth!"
Before he could take a second step, the side door of the boardroom swung open.
Two armed building security officers, accompanied by two uniformed officers from the New York City Police Department, entered the room with disciplined speed.
The lead police officer stepped directly into Jerome’s path, placing a heavy hand on his belt near his sidearm.
"Jerome Chase?" the officer asked, pulling a folded legal document from his breast pocket.
Jerome recoiled, his eyes bulging.
"Do you know who I am?" Jerome hissed.
"I am the chief executive officer of Northgate Systems."
"You are currently in direct violation of a temporary order of protection issued at five-thirty this morning by Judge Miller of New York State Supreme Court," the officer replied without emotion.
"The petitioner, Leona Chase, has an active order requiring you to maintain a distance of no less than five hundred feet."
"You pushed past security downstairs, Mr. Chase."
"Turn around and place your hands behind your back."
Jerome looked toward Brian Harris, his eyes pleading for a legal miracle.
"Brian, do something!" Jerome screamed.
"Tell them they can't do this inside a corporate headquarters!"
Brian Harris took a slow step backward, deliberately distancing himself from Jerome.
"I cannot advise you on your domestic legal matters, Jerome," Brian said, his voice flat and detached.
"And effective immediately, given the irreconcilable conflict of interest regarding Project Crestview, I am tendering my formal recommendation to the board that your executive powers be suspended pending an internal review."
"You traitor!" Jerome shrieked as the officer grabbed his wrists and snapped the steel cuffs into place behind his back.
"You cowardly little rat, I hired you!"
"You gave me a job, Jerome," Brian replied, looking down at his discarded briefcase.
"You didn't give me a prison sentence."
The officers turned Jerome toward the double doors, escorting him firmly out of the room.
His frantic protests echoed down the marble hallway, growing fainter until the heavy fire doors clicked shut.
The boardroom fell into complete silence once again.
I looked across the glass table at Brian Harris, whose knees looked as if they might buckle at any second.
May you like
"Sit down, Mr. Harris," I said, pointing to the empty chair.
"Let us discuss how Northgate intends to survive the next forty-eight hours without Jerome Chase."
