Dancing with Devils -

Chapter 7

One

Kendall, Maxwell, and a criminal attorney sat in the court room waiting for the arraignment. The entire process took fifteen minutes and two photographers were there taking pictures of the defendant standing in front of a judge. Those would be sold to various media outlets that would run them as part of the ongoing coverage of Jacob Mitchell's fall from grace.

After that humiliation, Jacob was taken out of the court room to be processed out for release. That took an hour and Maxwell left with the criminal attorney, leaving Kendall to wait for Jacob. She took a call from David who told her to make sure he got to the board meeting at 2pm. She knew that but David was nervous.

The last thing he said was, "Don't let him out of your sight. Don't let him talk to the press. Don't let him talk to anyone about this until we get a strategy worked out."

Kendall said, "I'll do my best but I'm not his baby sitter."

David said, "You are now. He's your client." He hung up.

Ten minutes later, Jacob came out of the back of the courthouse wearing the suit he was arrested in the day before. His tie was draped around his neck and his shirt was unbuttoned, his jacket and pants wrinkled. He also needed to shave. He was escorted out and into the waiting limo where Kendall waited for him. He slid in next to her and said, "Well that was a shitty night."

Kendall nodded and said, "Let's get you to the hotel. We rented a suite and you need to be at the board meeting in four hours. We have a lot to talk about."

He nodded, taking a bottle of water from the cooler as they pulled into traffic. She had not told him about Mindy and decided that she should wait until after the board meeting.

Two

The emergency board meeting was at an executive conference room on the top floor of the Hilton hotel in downtown Manhattan. Kendall's assistant had arranged for a suite in the same hotel for Jacob. They arrived and Kendall got the keys from the front desk and the two went up the elevator. The hotel suite was large by normal standards, but nothing compared to the accommodations that Jacob was accustomed to. There was a living area with a television and Phillip had been there, dropping off a new suit, shirt, undershorts, socks, shoes and a toiletry kit for Jacob.

Jacob was hungry so Kendall ordered two club sandwiches and soft drinks from room service. Jacob said, "Thank you for all of this Kendall. I know you didn't plan on spending your day with me. For what it's worth, I'm glad I hired you."

Kendall smiled and said, "Get ready for the board meeting. I need to make a few calls to my office."

Jacob nodded and went into the bedroom and closed the door. She heard the shower come on five minutes later. A flash of him naked in the shower danced through her imagination. She pushed it away and dialed the number of her executive assistant. The team was in the office in Chicago, collaborating via zoom with the New York criminal attorneys. They were going through the charging documents to have some idea of what they were up against. She asked, "How bad does it look."

The woman said, "It's pretty bad Kendall. There are references to emails, phone logs, and banking approvals going back several years. We won't know everything until we get into discovery, but I've never seen a case with this much evidence in writing in a charging document. I'm surprised that they hadn't been caught before now."

Kendall said, "Shit. Write me up a summary." Kendall was worried because her executive assistant was already assuming guilt. Something tickled at her brain; a feeling that something was wrong. She couldn't reconcile Jacobs apparent confusion which added credibility to his innocence, and the fact her team had found so much obvious evidence. There were only a few possibilities. The first was that Jacob was stupid and didn't understand that he was in trouble because he didn't understand evidence. The second was that Jacob was guilty and a pathological liar. There was a third possibility but it was remote. The third possibility was that the evidence wasn't accurate. That would require a conspiracy at the DOJ. She was skeptical of that possibility.

She heard the bedroom door open and Jacob appeared. He was wet from the shower, freshly shaved, in a robe, and smelled lightly of soap and cologne. He said, "Got I feel better."

She nodded and said, "Good. I ordered you a club sandwich."

The two ate sitting at a small round table in the living area. Jacob said, "What the hell is going on Kendall?"

Kendall said, "We are working on it." She didn't mention the summary provided by her assistant. She wanted to wait until she had the full analysis.

He said, "I don't understand why they didn't just call me. I would have gone in and surrendered."

She said, "I don't know Jacob."

He continued, his questions coming out in a stream of consciousness. "And how did they decide to arrest me right after my dad died. I would think they would have gone after him or the company. I mean I'm rich but the assets of the company are much greater than what I personally have."

Kendall thought he was asking pretty good questions. She had been asking many of them herself. She mentally ruled out the idea that Jacob might be stupid. That left, either he was a pathological liar or a victim of a conspiracy that involved the DOJ. She just couldn't believe that the DOJ would do this. What could they possibly gain?

She asked herself the question that all lawyers are trained to ask. Who benefits? Who has motive? She could see Jacobs motive. Wealth and power are powerful motivators. Alot of the crimes committed, at least by white collar criminals, are motivated by wealth or power. He finished with his questions that were largely rhetorical. He said, "What do you think?"

Kendall considered him sitting there in his robe and felt a tingle. Then she said, "Right now we need to slow things down. The only thing you can control is you. You have a board meeting in a few minutes. I assume the board will move to replace you with interim leadership. Do you know what you are going to say to them."

He nodded and said, "You are right. I'm going to go think for fifteen minutes before we go up."

Kendall said, "We?"

Jacob turned back and said, "Yes. You are my attorney and this could be an employment issue which would make it a personal issue, not a corporate one. I want you there."

Kendall nodded and said, "Okay, but we are getting close to a line I can not cross. I can not make any arguments on your behalf as it relates to corporate business."

Jacob got up and went to the bedroom suite, closing the door.

Three

Jamal Davis was furious that Jacob had managed to be released from the detention center before the board meeting. He wasn't sure if the fool would show up there, but he had hoped that the justice system would live up to its slow and bureaucratic reputation. Instead they let the man go after one hearing. How had he even gotten a bail agreement signed, but he knew. He knew because he would have done the same thing in their position. He would have found a judge on a Sunday and gotten him to sign it.

Jamal was already at the board room in the Hilton, sitting in front of his laptop, formulating his strategy. He could not look too eager for the job. He was the reluctant leader with great responsibility being thrust upon him. He had quietly made phone calls that morning to board members subtly hinting that Jacob could not handle his own defense from the DOJ and run Mitchell Industries as effectively as was needed.

Four

Jacob arrived at the board meeting with Kendall ten minutes early. Most of the board members were already there, some drinking screwdrivers, others talking in small groups. They all went silent when Jacob stepped off the elevator. Jacob smiled, nodded to the three people closest to him, and walked into the large conference room. He got a cup of coffee and wandered over to the chairman. They shook hands and Jacob said, "Good to see you Carl."

Carl, a vibrant man for 70 years of age, said, "Jacob, I didn't expect you today."

Jacob grinned and said, "Well I am CEO and have a lot of shares of this company. In fact it's my shares that elected this board. I would think I would be welcome."

Carl's smile died on his face and he said, "The board has a duty to all the shareholders, not just you, to make sure the risks this company faces are well managed. Having their CEO handcuffed and marched out of their father's funeral does not exactly inspire confidence."

Jacob nodded and said, "I understand. It's why I came. To make sure everyone knows that I am still functioning in the role this board entrusted me with, just last week."

Four more board members arrived an Carl slipped to his right and said, "Okay everyone, let's sit down and get this started."

Everyone took their seats and Kendall sat next to Jacob. She had been to board meetings before but this was more tense than most. Everyone stole glances at Jacob who would return their stares with a nod or a smile. She wondered how he did it. She was once again impressed with the man.

Carl opened the board meeting and they immediately suspended the reading of the minutes from the last meeting. Then Carl framed the meeting by saying, "As you know, our CEO has run into some legal troubles over the weekend and we are convening this meeting to decide if we should consider a motion for interim leadership during this crisis. I would like to first hear from our General Counsel on this matter." He looked at Jacob and then to the larger group. Jamal Davis sat at the other end of the table, looking calm and wise.

Jamal stood and said, "Good afternoon ladies and gentlemen. I have not had much time to look into the facts of the case, but have had several conversations with our friends over at the Justice Department. From what I have been able to gather, there is both concern, and presumably some evidence, that some of our leadership have been involved in money laundering, fraud, and financing terrorism. Specifically the complaint names Willard Mitchell and Jacob Mitchell." He glanced at Jacob, showing an almost paternal concern for him. Then he spoke again, "The DOJ was probably going to file these charges sooner or later, but with Willard gone they only had one target left. Fortunately for the firm, we have still received no communication about holding the firm, as a separate legal entity, accountable for the infractions. It appears that the targets of the investigation are Willard Mitchell and Jacob Mitchell. Of course that could change if there was evidence that they as agents of the firm had broader influence than is currently known."

Kendall listened, knowing the argument Jamal was making. This wasn't Mitchell Industries problem, it was Jacob's problem. It wouldn't be too hard to draw the logic lines to the idea that if Jacob Mitchell was no longer CEO, the problem would remain a personal, not corporate one.

A board member asked, "What kind of evidence? I mean what were Jacob and Willard up to?"

Jacob said, "Nothing."

All eyes turned to him and he said, "I was involved in nothing illegal; nothing fraudulent; and nothing to help terrorists. I am not aware of my dad being involved in anything like that either."

Carl said, "Okay we are not here to try the case, simply manage the risk."

The man who asked the question said, "Bullshit Carl. We all voted unanimously to hire Jacob as CEO not four days ago. I would like to hear from him before we vote to fire the man."

Carl nodded and said, "Very well Jacob. The floor is yours. Can you explain all of this."

Jacob stood and looked around the room. He said, "No, I can not explain any of it." He paused letting that sink in. He said, "I am as confused as you are. I was arrested yesterday at my dad's funeral. I have no idea why, although my attorneys are looking into it. The only way I could know what is going on is if I were guilty which I am not."

A few of the people glanced at Kendall and she felt a blush come over her face. Jacob continued, "I can assure you that I will be proven to be innocent once all of the facts come out. I don't know what the Justice department is doing or why, but I do know that I am not guilty of the things they have accused me of. You all have a job to do, and I understand that. But there is no reason to replace me today. If you do, and I am innocent then you will have done a disservice to me and to this company. If I am guilty, I will be just as guilty after the trial and you can fire me then. My point is that there is no upside to acting prematurely and some risks to doing it, not just for me but for the firm. Customers don't like leadership changes every week."

He let that hang out there. Finally the woman who ran the governance committee said, "That may not be true Jacob. If this board keeps you on, and you are guilty, the harm you could do in the role might be an existential threat to the firm."

That sent a murmur through the crowd, but she added, "But I agree that it would be both unfair, and send a dangerous message to replace you without all the facts. If you are truly innocent that would be a gross miscarriage of justice."

Carl said, "We are not here to be just. We are here to evaluate the risks this firm faces and manage them with action. Innocent or guilt is not what we are here to determine." He looked at the end of the table and said, "Jamal, as a lawyer what do you think?"

This was a tenuous moment for Jamal. He had to handle this delicately. Jamal said, "Of course we all believe that Jacob is innocent but it may take awhile to prove. Regardless, there is definitely a risk to the firm of keeping him in his job. Likewise there is a business risk to making the change too quickly or without adequate leadership in place." He said that last part hoping Carl would once again see him as a leader that could mitigate the risk.

Before anyone could speak Kendall said, "Might I offer a solution?"

All eyes turned to her and Carl said, "Mrs. Baker, you are here only as a guest of Mr. Mitchell's since you represent him as a person. You have no authority to weigh in on this decision."

The board member who wanted to hear from Jacob said, "Jesus Carl, let her talk. If she has an idea we haven't thought of, why wouldn't we listen?"

Carl once again relented and said, "Very well. Mrs. Baker what is your idea?"

Kendall took a moment and stood. When she had everyone's attention she said, "You are all between a rock and a hard place. On the one hand it would be least risky to fire Mr. Mitchell, at least from the firm's point of view. On the other hand, should he be found to be innocent then he would be inappropriately removed and could vote his stock to remove this board and install his own. If there is a good argument that he was removed by you without cause then the terms of the trust would be violated and Jacob would get all of the shares held in trust as a person, and be able to vote them. So you can't really fire him without cause and you can't keep him because of the risks."

Carl said, "I think being accused of fraud and financing terrorism is cause."

Kendall said, "No. Being convicted would be cause. Accusations are just that, accusations."

The man on the other end of the table said, "So what's the answer? We can't keep him and we can't fire him. What do you propose?"

Kendall said, "Mr. Mitchell will take a ninety or one hundred and twenty day leave of absence, but retain his role as CEO. During that time he will not be paid, but will retain his stock rights, health insurance, and any other benefits the firm provides. You will schedule a board meeting at the end of the period to decide to continue the leave or take action depending on the status of the case at that point and time. Should evidence emerge that proves Jacob's innocence he would be immediately reinstated. Likewise if he is found guilty he will immediately be fired." She paused, took in each face, and said, "So my solution is that you do nothing. Give Jacob the time to clear his name, appoint a temporary leader from one of his vice presidents, and wait and see what happens. You will make a better decision with more facts."

A few board members whispered to one another. Jamal sat staring at Kendall, hating the bitch. Doing nothing was not an option he wanted. He needed to get rid of Jacob and get rid of him quickly. Carl said, "That is a novel approach."

One of the two women on the board said, "Who would lead the firm if Jacob was on leave?"

The man who advised the human resources programs said, "We have succession planning for that. In the case of a temporary leave, Mr. Mitchell could appoint his interim leadership."

Jacob leaned over to Kendall and whispered, "What the hell are you doing? I thought you didn't want to get involved in the corporate stuff?" But he was smiling.

Kendall had no idea what she was doing and she imagined David Gimble having a minor stroke when he heard about this. She whispered to Jacob, "Saving your ass."

Jacob said, "I would accept the terms of the proposal as outlined by my attorney. I would like to call for a vote on the proposal."

Someone said, "I second the motion to vote."

Carl sighed and said, "We have a motion on the table and a second."

The nine person board voted unanimously for Kendall's proposal and the meeting was adjourned. Kendall stood ready to leave. She had stepped way outside her job description. Jacob stood, shook hands with a few of the other board members as she impatiently waited. Jamal Davis came over and shook hands with him smiling. Then he turned to Kendall and said, "You are quite a surprise. I am not sure anyone would have thought of such a creative solution without you here."

Kendall nodded at the man. She said, "I'm glad I could help."

Jamal said, "I'm sure you are." The man seemed to exude hate toward her and she felt it. Then he turned to Jacob, patted his shoulder and said, "Let me know if there is anything I can do to help you. You know your dad and I go way back."

Jacob bristled and said, "I'll keep that in mind Jamal. For now, I think I just want to go home. Perhaps its time you found a place of your own. It's going to be busy at the estate as we prepare my defense."

Jamal smiled and said, "I actually have already found a place. My things have already been moved. I think its time for a new beginning now that Willard is gone." Jacob eyed the man warily. Jamal turned to leave and then turned back. He said, "And I am sorry to hear about Mindy. I know you two were close friends."

Jacob was confused. He said, "What are you talking about? Mindy quit last Friday."

Jamal said, "Yes. But I assumed someone would have told you. It was in the news."

Jacob said, "What was in the news?"

Kendall said, "Jacob, come on. Let's get out of here." She tried to tug him out the back door of the conference room.

But Jamal said, "I'm sorry to be the one to tell you this but Mindy was in some sort of altercation with drug dealers or something. I'm afraid she was shot and killed in Brooklyn Saturday."

Jacob's face went white and he said, "What the hell are you talking about? Mindy is dead? Is that what you said?" His voice was rising and panic was setting in. People were turning to look at him.

Kendall pushed him out of the door and into an elevator. He let her push him along and when they were alone in the elevator he said, "Do you know what he is talking about? It's bullshit right?"

Kendall looked up at him and said, "I'm sorry Jacob. It's not bullshit." He stared at her for a long moment, then tears welled up in his eyes, and he said, "Jesus Christ what happened?" He began to sob.

Kendall put her arms around him, hugging him and said, "I'm so sorry Jacob." And she was.