Mistress of Justice

Clayton to make his move. He slipped his suit jacket off, opened a file and said, “May I have the floor?”
    Burdick nodded in his direction. In a rehearsed baritone Wendall Clayton said, “I’d like to make a motion relevant to the proposed merger of our firm with Sullivan & Perelli.”
    Burdick shrugged. “You have the floor.”
    Sipping had stopped. Doodling had stopped. Some partners—like the aging, oblivious Ralph Dudley—were confused because the final vote on the merger wasn’t scheduled until January. They were terrified that they might have to make a decision without someone’s telling them what to do.
    “I’m moving to change the date of the ratification vote regarding the merger to November 28, one week from today.”
    Clayton’s trim young protégé, Randy Simms III, whom Burdick detested, said quickly, “Second.”
    There was complete silence. And Burdick was mildly surprised that Clayton’s bid caught some people off guard. But then Burdick and his wife were rumored to have the best intelligence sources on Wall Street and were often one step ahead of everybody else.
    One voice called, “Can we discuss it?”
    “The rules of order allow for debate,” Clayton said.
    And debate ensued. Clayton was clearly prepared for it. He met every objection, making a good case for the acceleration—the year-end tax planning, for instance, hinting that the merger would put significant money into the pockets of all the partners and that they needed to know before December 31 how much this might be.
    More voices joined in and a tide of comments and tension-breaking laughter filled the room.
    Clayton managed to insert into the discussion a comment on Sullivan & Perelli’s income cap on the executive committee partners. Burdick observed that this was irrelevant to the immediate motion under consideration but would not go unnoticed by the younger, poorer partners: The gist of the comment was that after the merger the senior partners could earn no more than two million a year, leaving that much more to be distributed to the rest of the partners. Hubbard, White & Willis currently had no such cap, which was the reason that five partners on the executive committee—such as Burdick and Stanley—earned 18 percent of the firm’s income and junior partners often earned less than they did as salaried associates.
    “What is the cap?” one partner, obviously impressed, asked.
    Goddamn socialism, Burdick thought, then he interrupted the youngster to say bluntly, “We’re not here now to discuss the substantive issue of the merger. It’s merely a procedural matter on
when
the vote should be. And my opinion is that it’s impossible to review the material in one week. We need until January.”
    “Well, Donald,” Clayton pointed out, “you’ve had everything for two weeks already. And I’d imagine you, like all the rest of us, read it as soon as they messengered the binders to us from Perelli & Sullivan.”
    He
had
read it, of course, and so had the team of lawyers he and Vera had hired.
    A new partner at the end of the table made a comment. “I don’t think we can debate this too much. It’s not inappropriate to talk about the substance of the merger now, I think.” His dialect put him within five minutes of the Charles River.
    “Yes, it is inappropriate,” Burdick said shortly, silencing him. Then to Clayton: “Go ahead with your vote. It makes no sense to me but if two thirds of the partners are in favor—”
    Clayton gave a very minuscule frown. “A simple majority, Donald.”
    Burdick shook his head. A trace of confusion now crossed
his
face. “Majority? No, Wendall, I don’t think so. The issue is the merger of the firm and that requires a vote of two thirds.”
    Clayton said, “No, we’d be voting simply on establishing an agenda and timetable. Under the partnership rules, Donald, that requires only a simple majority.”
    Burdick was patient. “Yes, but it’s an agenda and timetable that
pertain
to a merger.”
    Each of the two partners pulled out a copy of the partnership documents, like dueling knights drawing swords.
    “Section fourteen, paragraph four, subparagraph d.” Clayton said this as if reading from the tome though everyone knew he’d memorized it long ago.
    Burdick continued reading for a few moments. “It’s ambiguous. But I won’t make an issue of it. We’ll be here all day at this rate. And I, for one, have some work to do for clients.”
    The senior