Inflight — Air Ambulance MD-90
A few minutes past eight o’clock, the Air Ambulance MD-90 jet lifted off from the Sun Valley airport. The neurosurgeon, two nurses, and three medical technicians hovered around Charles Fielder in his in-flight ICU while Wilson, his mother, sister, Daniel Redd, and a few staff sat in the passenger cabin, where the seat configuration looked like a typical first class cabin.
Wilson and Daniel sat next to each other at the back of the cabin, an empty row separating them from the others so they could discuss the client files without being overheard. It hadn’t taken Wilson long to discover that each file was a history of seemingly legitimate management practices-senior executive hirings and firings, company reorganizations, high profile strategy consulting engagements, new product introductions, competitor intelligence reports, IPOs, divestitures, acquisitions, marketing campaigns, internal crises, product failures, press releases, and leaked corporate memos-all carefully designed and executed to manipulate the company’s stock price. However, the main focus of the summary briefs was on the abuses each client had resorted to when legitimate activities failed to produce the desired effect on company stock prices.
In one case, a pharmaceutical company, unable to create the desired volatility in the market, purposely tainted its own leading cold decongestant with mild bacteria before ordering a massive recall to send its stock price plummeting. The press was quick to herald the action as one of taking responsibility, while the company arranged to purchase millions of shares of its own stock at rock bottom prices behind a veil of affiliate companies. Within six months, the company’s stock price was soaring well above previous highs, making the CEO a billionaire.
In another case, a major software developer fabricated and then leaked a highly negative and false report about a competitor’s new product to stimulate its own sagging sales. Within thirty days, sales shot upward and the stock price doubled. Then, there was the CEO of a retailing giant who secretly owned several Asian sweatshops. He surreptitiously manufactured merchandise for his competitors. Whenever he wanted to control a supplier or burn a competitor to enhance his own company’s position and stock price, he’d blow the whistle on one of his own operations.
“Your father’s methods were always legally defensible,” Daniel said, his eyes fixed on Wilson. “He showed clients how to establish patterns of volatility through carefully planned and timed management actions-completely legitimate business practice. Believe me, he knew exactly how to avoid attracting undue attention from the SEC. He also stayed off the radar screens of aggressive plaintiff’s lawyers eager to file shareholder lawsuits.”
“If it worked so well, why were there abuses?”
“Clients like Michael Garvey, Chairman and CEO of AikoChem. You read the file. He didn’t have the patience to keep the cycle going through legitimate business practices …”
Wilson interrupted, “So he resorted to leaking insider information shortly after his brokers and trading buddies had already acted on it.”
“That’s the way it is with all of these clients. They pushed things a little too far. Even with Fielder amp; Company’s thorough screening methods, your father couldn’t stop them.”
Before he could ask about Fielder amp; Company’s screening methods, Wilson noticed his mother and Rachel getting up from their seats.
“I’ll be right back,” he said to Daniel, who was sitting in the window seat. Wilson stood up, joining his mother and Rachel as they walked through two sets of doors into the ICU cabin.
By the time Wilson returned to his seat after having checked on his father, the lights along the southern shore of Lake Ontario were becoming more visible. The MD-90 was an hour and a half out of Boston. Wilson picked up where he and Daniel had left off.
“What were my father’s methods for screening out potential abusers?”
“Extensive background checks, comprehensive interviews, occasional surveillance, the usual. Except for a handful of abusers, his system worked for many years. It was only recently that more clients began crossing the line.”
“Why?”
“The appetites and hubris of some clients became excessive over time. That’s usually when they started crossing the line. Of course, Fielder amp; Company had already shown them how to skirt the system by managing market regulators, preempting lawsuits or getting cases dismissed, and a few other tricks of the securities and exchange trade,” Daniel said, dryly.
“How do you manipulate market regulators or preempt lawsuits?”
“You hire the best white-collar criminal defense attorneys in the country-most of whom are former directors or branch chiefs from the Enforcement Division of the Securities and Exchange Commission. They know how to get an investigation sidetracked and killed. Preempting lawsuits can be accomplished in a number of ways, but the simplest way is to pay a plaintiff’s lawyer to file early, become lead counsel, and then drop the case. Problems arise when clients begin using such measures as a rule, not an exception.”
“Let’s go back to Garvey,” Wilson said, opening one of the files. “What was his excuse for crossing the line?”
“Expensive art, lavish estates, a four-hundred-foot yacht, and beautiful women depleted his wealth. After Fielder amp; Company terminated its relationship with him, he began implementing a combination of bribes, price-fixing, and a new version of stock pooling to keep a ninety-day cycle of volatility going. He was successful for more than eighteen months. Like clockwork, AikoChem’s stock climbed to over twenty dollars and then slowly dropped to below ten dollars every ninety days or so. Trading volume stayed at over two million shares per day for more than a year. But rumors began to circulate that AikoChem’s pattern of volatility was being illegally induced. The institutional investors and professional traders who’d been playing the cycle pulled out. AikoChem’s stock plummeted to four dollars a share and trading volume dropped below 25,000 shares a day. By that time, Garvey had already cashed out and was humbly acknowledging to the business press that it was time for him to step down as CEO.”
“So he got away with it?”
“That’s right. Great lawyering, savvy lobbying, and lots of institutional investors capitalizing on AikoChem’s cycle convinced the SEC to drop its investigation. Garvey pulled off the perfect charade. And of course, all of your father’s clients were watching.”
“Any one of these clients could have shot my father, just to keep him quiet,” Wilson said.
“The White Horse retreat was planned for them. Your father wanted to halt all illegal practices among current and former clients. He threatened to expose anyone who would not conform. I warned him against having the retreat, but he insisted. He believed the abuses were his fault and he was determined to stop the escalation. ‘Never be afraid to correct a mistake, no matter how big,’ was all he said. It was a favorite quote from his grandfather,” Daniel said. In an uncharacteristic show of emotion, he muttered, “I should have done more to dissuade him from holding the retreat.”
Wilson leaned forward frowning at Daniel. “What do you expect to accomplish by feeding me bit by bit?”
“Your father gave me strict instructions to share this information only if you requested or needed it. That’s what I’m doing, Wilson.”
Wilson closed his eyes, taking a moment to evaluate what he was about to say. He wasn’t exactly sure why he was choosing to trust Daniel and his firm-maybe it was his father’s trust, or Daniel’s adeptness in handling the Sun Valley police, or the sincerity Wilson sensed in him. Daniel’s loyalty was now a life preserver in a sea of doubt. He hoped he wouldn’t regret his decision.
“I want to distance myself and the family from my father’s business affairs as quickly as possible, starting with signing off on the merger with KaneWeller,” Wilson said.
“Good,” Daniel exhaled a sigh of relief. Guiding Wilson to make the right moves was what he’d promised Charles and he always delivered on his promises. It was the least he could do for Charles Fielder-the best client he’d ever known. “I’m meeting with KaneWeller’s attorneys in the morning. Can you come to a closing tomorrow afternoon?”
“Yes,” Wilson said. “I want you to liquidate my father’s holdings as quickly and discreetly as you can. And I want you to continue using his wealth concealment practices.”
“Trust me, I will.”
“I am trusting you, Daniel. Let me know if there are any surprises. Otherwise, I’m empowering you to get us out of his investments posthaste. I want anyone who’s watching to assume that we’re cashing out and moving on.”
Daniel leaned over to remove his briefcase from under the seat in front of him. He took out a manila folder marked Fielder Estate. “I need you to sign these power-of-attorney documents,” he said as he handed the papers to Wilson and pointed to the removable green arrows indicating where to sign.
Wilson pulled down his tray table and began signing the documents.
“Your father told me you were a rare combination of wisdom and will.”
“Save your bets, Daniel.”
“You should probably spend some time with Carter Emerson when we get back. He knew your father better than anyone,” Daniel said.
“I’ve known Carter Emerson all my life, and not only as my father’s closest friend. He was a mentor to me at Princeton when he taught there as a visiting professor from Harvard. He’s definitely on my list,” Wilson said, wistfully. When he finished signing the papers, they both switched off their reading lights and reclined their seats. As Wilson closed his eyes, he recalled how often his father and Carter Emerson had spent hours in private conversation at the family home in Cambridge.