Free One Dog Night by David Rosenfelt Page B

the way, asking him to head down there, so that we can go over the discovery documents. It’s a difficult process; by definition it will show the odds to be heavily stacked against the defendant, which is why they arrested him in the first place.
    Hike agrees to meet me at the office; he would agree to meet me in a swamp in the Everglades if he could bill by the hour. “None of my business,” he asks, “but are you getting paid for this?” He knows that I have taken a few cases in recent years with clients that had no money.
    “No.”
    “Let me put it another way. Am I getting paid for this?”
    “Yes.”
    “You cut a lot of classes in law school? Maybe the ones where they went over compensation and client billing?”
    I’ve just realized that as dismal as this looked a few minutes ago, it’s actually worse. I’m doing all of this for nothing, and I’m doing it with Hike.

The most important courtroom in America, at least for financial matters, is in Delaware.
    Most people are surprised to hear that, since Delaware has never been confused with Wall Street as a center of high finance.
    It’s called the Delaware Chancery Court, and it has been home to some of the most significant financial trials in American business history. Many of them have gone completely unnoticed by those outside the business community, but the verdicts have on some level affected everyone.
    Delaware’s achieving preeminence in this area was the result of design. Favorable state tax laws attracted companies from all over the country, not to make Delaware their corporate headquarters, but rather to make it the state in which they incorporated. So when those same companies are involved in lawsuits, that is naturally where those suits are tried.
    Over time, the court has also come to be known for its competence. It is a place where decisions are rendered by its judges strictly according to the law. Lawyers don’t have to worry about renegade judges making unsupported decisions, and surprises are a rarity. And lawyers hate surprises.
    This outstanding legal reputation frequently brings “business” into Delaware by mutual agreement of companies that are not even incorporated there. When these companies enter into contracts with each other, they often agree in advance that if they eventually have a dispute, it will be settled in Delaware.
    So Judge Walter Holland, chief judge of the Chancery Court, had a very important job, and he took that job very seriously. Blessed with an outstanding legal mind, and having earned a reputation for impeccable integrity, he had long been considered a lawyer’s judge. That is, he would decide cases strictly according to the law, and he possessed a keen understanding of that law.
    No surprises.
    On this day Judge Holland sat in his courtroom moments before he was to hear opening arguments in a dispute concerning an attempted takeover of Milgram Oil and Gas. In his position as chief judge, it was easy for him to arrange to hear the case himself, and that’s what he did.
    As companies in the energy field go, Milgram was a relative pygmy, with a market capitalization of less than a billion and a half dollars. The company attempting the takeover was Entech Industries, a smallish energy firm, based in Philadelphia and run by CEO Alex Bauer. Entech Industries had owned about three percent of Milgram, but then suddenly bought another fifteen percent.
    Milgram, correctly anticipating a takeover move by Entech, adopted what is known as a poison pill defense. Simply put, the measure said that if any outside investor bought enough shares to own in excess of twenty percent of the company, then all existing shareholders had the right to buy more shares at a discount.
    This maneuver would have the effect of diluting Entech’s shares, and making an ultimate takeover difficult, if not impossible. So Bauer and Entech sued, claiming the poison pill defense in this case was illegal.
    It was a fairly complicated case; Judge