Disclosure

Chapter 12

"I know it, Phil."
"I'd like to ask you to do me a favor, as your friend."
"What's that?"
"Hold off the formal complaint. At least, with the HRC. Give us a chance to conduct an in-house investigation before you take this outside."
"But you aren't conducting an in-house investigation, Phil."
"Yes, we are."
"You didn't even want to hear my side of the story this morning. You told me it didn't matter."
"That's not true," Blackburn said. "You misunderstood me entirely. Of course it matters. And I assure you, we will hear your story in detail as part of our investigation."
"I don't know, Phil," Sanders said. "I don't see how the company can be neutral on this issue. It seems everything is stacked against me. Everybody believes Meredith and not me."
"I assure you that is not the case."
"It certainly seems like it. You told me this morning how well connected she is. How many allies she has. You mentioned that several times."
"Our investigation will be scrupulous and impartial. But in any case it seems reasonable to ask you to wait for the outcome before filing with a state agency."
"How long do you want me to wait?"
"Thirty days."
Sanders laughed.
"But that's the standard time for a harassment investigation."
"You could do it in a day, if you wanted to."
"But you must agree, Tom, that we're very busy right now, with all the merger meetings."
"That's your problem, Phil. I have a different problem. I've been unjustly treated by my superior, and I feel I have a right, as a longstanding senior employee, to see my complaint resolved promptly."
Blackburn sighed. "All right. Let me get back to you," he said. He hurried out of the room.
Sanders slumped in his chair and stared into space.
It had begun.
Fifteen minutes later, Blackburn met with Garvin in the fifth-floor executive conference room. Also present at the meeting were Stephanie Kaplan and Bill Everts, the head of Human Resources at DigiCom.
Blackburn began the meeting by saying, "Tom Sanders has retained outside counsel and is threatening litigation over Meredith Johnson."
"Oh, Christ," Garvin said.
"He's claiming sexual harassment."
Garvin kicked the leg of the table. "That son of a bitch."
Kaplan said, "What does he say happened?"
"I don't have all the details yet," Blackburn said. "But in essence he claims that Meredith made sexual overtures to him in her office last night, that he turned her down, and that now she is being vindictive."
Garvin gave a long sigh. "Shit," he said. "This is just what I didn't want to happen. This could be a disaster."
"I know, Bob."
Stephanie Kaplan said, "Did she do it?"
"Christ," Garvin said. "Who knows in these situations. That's always the question." He turned to Everts. "Has Sanders come to you about this?"
"Not yet, no. I imagine he will."
"We have to keep it in-house," Garvin said. "That's essential."
"Essential," Kaplan said, nodding. "Phil has to make sure it stays in-house."
"I'm trying," Blackburn said. "But Sanders is talking about filing tomorrow with the HRC."
"That's a public filing?"
"Yes."
"How soon is it made public?"
"Probably within forty-eight hours. Depending on how fast HRC does the paperwork."
"Christ," Garvin said. "Forty-eight hours? What's the matter with him? Doesn't he realize what he's doing?"
Blackburn said, "I think he does. I think he knows exactly."
"Blackmail?"
"Well. Pressure."
Garvin said, "Have you talked to Meredith?"
"Not since this morning."
"Somebody's got to talk to her. I'll talk to her. But how are we going to stop Sanders?"
Blackburn said, "I asked him to hold off the HRC filing, pending our investigation, for thirty days. He said no. He said we should be able to conduct our investigation in one day."
"Well, he got that right," Garvin said. "For all kinds of reasons, we damn well better conduct the investigation in one day."
"Bob, I don't know if that's possible," Blackburn said. "We have significant exposure here. The corporation is required by law to conduct a thorough and impartial investigation. We can't appear to be rushed or-"
"Oh, for Christ's sake," Garvin said. "I don't want to hear this legal pissing and moaning. What are we talking about? Two people, right? And no witnesses, right? So there's just two people. How long does it take to interview two people?"
"Well, it may not be that simple," Blackburn said, with a significant look.
"I'll tell you what's simple," Garvin said. "This is what's simple. Conley-White is a company obsessed with its public image. They sell textbooks to school boards that believe in Noah's ark. They sell magazines for kids. They have a vitamin company. They have a health-food company that markets baby foods. Rainbow Mush or something. Now Conley-White's buying our company, and in the middle of the acquisition a high-profile female executive, the woman in line to become CEO within two years, is accused of seeking sexual favors from a married man. You know what they're going to do if that gets out? They're going to bail. You know that Nichols is looking for any excuse to weasel out of this thing. This is perfect for him. Christ."
"But Sanders has already questioned our impartiality," Blackburn said. "And I'm not sure how many people know about the, ah, prior questions that we-"
"Quite a few," Kaplan said. "And didn't it come up at an officers' meeting last year?"
"Check the minutes," Garvin said. "We have no legal problem with current corporate officers, is that right?"
"That's right," Blackburn said. "Current corporate officers cannot be questioned or deposed on these matters."
"And we haven't lost any corporate officers in the last year? Nobody retired or moved?"
"No."
"Okay. So fuck him." Garvin turned to Everts. "Bill, I want you to go back through the HR records, and look carefully at Sanders. See if he's dotted every i and crossed every t. If he hasn't, I want to know."
"Right," Everts said. "But my guess is he's clean."
"All right," Garvin said, "let's assume that he is. What's it going to take to make Sanders go away? What does he want?"
Blackburn said, "I think he wants his job, Bob."
"He can't have his job."
"Well, that's the problem," Blackburn said.
Garvin snorted. "What's our liability, assuming he ever got to trial?" "I don't think he has a case, based on what happened in that office. Our biggest liability would come from any perceived failure to respect due process and conduct a thorough investigation. Sanders could win on that alone, if we're not careful. That's my point."
"So we'll be careful. Fine."
"Now, guys," Blackburn said. "I feel strongly obliged to insert a note of caution. The extreme delicacy of this situation means that we have to be mindful of the details. As Pascal once said, `God is in the details.' And in this case, the competing balance of legitimate legal claims forces me to admit it's unclear precisely what our best-"
"Phil," Garvin said. "Cut the crap."
Kaplan said, "Mies."
Blackburn said, "What?"
"Mies van der Rohe said, `God is in the details.' "
"Who gives a shit?" Garvin said, pounding the table. "The point is, Sanders has no case he just has us by the balls. And he knows it."
Blackburn winced. "I wouldn't phrase it exactly that way, but-" "But that's the fucking situation."
"Yes."
Kaplan said, "Tom's smart, you know. A little naive, but smart."
"Very smart," Garvin said. "Remember, I trained him. Taught him all he knows. He's going to be a big problem." He turned to Blackburn. "Get to the bottom line. What're we dealing with? Impartiality, right?"
"Yes . . ."
"And we want to move him out."
"Right."
"Okay. Will he accept mediation?"
"I don't know. I doubt it."
"Why not?"
"Ordinarily, we only use mediation to resolve settlement packages for employees who are leaving."
"So?"
"I think that's how he'll view it."
"Let's try, anyway. Tell him it's nonbinding, and see if we can get him to accept it on that basis. Give him three names and let him pick one. Mediate it tomorrow. Do I need to talk to him?"
"Probably. Let me try first, and you back up."
"Okay."
Kaplan said, "Of course, if we go to an outside mediator, we introduce an unpredictable element."
"You mean the mediator could find against us? I'll take the risk," Garvin said. "The important thing is to get the thing resolved. Quietly-and fast. I don't want Ed Nichols backpedaling on me. We have a press conference scheduled for Friday noon. I want this issue dead and buried by then, and I want Meredith Johnson announced as the new head of the division on Friday. Everybody clear on what's going to happen?"
They said they were.
"Then do it," Garvin said, and walked out of the room. Blackburn hurried after him.
In the hallway outside, Garvin said to Blackburn, "Christ, what a mess. Let me tell you. I'm very unhappy."
"I know," Blackburn said mournfully. He was shaking his head sadly.
"You really screwed the pooch on this one, Phil. Christ. You could have handled this one better. A lot better."
"How? What could I have done? He says that she hustled him, Bob. It's a serious matter."
"Meredith Johnson is vital to the success of this merger," Garvin said flatly.
"Yes, Bob. Of course."
"We must keep her."
"Yes, Bob. But we both know that in the past she has-"
"She has proven herself an outstanding piece of executive talent," Garvin said, interrupting him. "I won't allow these ridiculous allegations to jeopardize her career."
Blackburn was aware of Garvin's unswerving support of Meredith. For years, Garvin had had a blind spot for Johnson. Whenever criticisms ofJohnson arose, Garvin would somehow change the subject, shift to something else. There was no reasoning with him. But now Blackburn felt he had to try. "Bob," he said. "Meredith's only human. We know she has her limitations."
"Yes," Garvin said. "She has youth. Enthusiasm. Honesty. Unwillingness to play corporate games. And of course, she's a woman. That's a real limitation, being a woman."
"But Bob--"
"I tell you, I can't stomach the excuses anymore," Garvin said. "We don't have women in high corporate positions here. Nobody does. Corporate America is rooms full of men. And whenever I talk about putting a woman in, there's always a `But Bob' that comes up. The hell with it, Phil. We've got to break the glass ceiling sometime."
Blackburn sighed. Garvin was shifting the subject again. He said, "Bob, nobody's disagreeing with-"
"Yes, they are. You're disagreeing, Phil. You're giving me excuses why Meredith isn't suitable. And I'm telling you that if I had named some other woman, there'd be other excuses why that other woman isn't suitable. And I tell you, I'm tired of it."
Blackburn said, "We've got Stephanie. We've got Mary Anne."
"Tokens," Garvin said, with a dismissing wave. "Sure, let the CFO be a woman. Let a couple of the midrange execs be women. Throw the broads a bone. The fact remains. You can't tell me that a bright, able young woman starting out in business isn't held back by a hundred little reasons, oh such good reasons, why she shouldn't be advanced, why she shouldn't attain a major position of power. But in the end, it's just prejudice. And it has to stop. We have to give these bright young women a decent opportunity."
Blackburn said, "Well, Bob. I just think it would be prudent for you to get Meredith's view of this situation."
"I will. I'll find out what the hell happened. I know she'll tell me. But this thing still has to be resolved."
"Yes, it does, Bob."
"And I want you to be clear. I expect you to do whatever is necessary to get it resolved."
"Okay, Bob."
"Whatever is necessary," Garvin said. "Put the pressure on Sanders. Make sure he feels it. Rattle his cage, Phil."
"Okay, Bob."
"I'll deal with Meredith. You just take care of Sanders. I want you to rattle his fucking cage until he's black and blue."
Bob." Meredith Johnson stood at one of the center tables in the Design Group laboratory, going over the torn-apart Twinkle drives with Mark Lewyn. She came over when she saw Garvin standing to one side. "I can't tell you how sorry I am about all this business with Sanders."
"We're having some problems with it," Garvin said.
"I keep going over what happened," she said. "Wondering what I should have done. But he was angry and out of control. He had too much to drink, and he behaved badly. Not that we all haven't done that at some time in our lives, but. . ." She shrugged. "Anyway, I'm sorry."
"Apparently, he's going to file a harassment charge."
"That's unfortunate," she said. "But I suppose it's part of the pattern-trying to humiliate me, to discredit me with the people in the division."
"I won't let that happen," Garvin said.
"He resented my getting the job, and he couldn't deal with having me as his superior. He had to try and put me in my place. Some men are like that." She shook her head sadly. "For all the talk about the new male sensibility, I'm afraid very few men are like you, Bob."
Garvin said, "My concern now, Meredith, is that his filing may interfere with the acquisition."
"I can't see why that would be a problem," she said. "I think we can keep it under control."
"It's a problem, if he files with the state HRC."
"You mean he's going to go outside?" she asked.
"Yes. That's exactly what I mean."
Meredith stared off into space. For the first time, she seemed to lose her composure. She bit her lip. "That could be very awkward."
"I'll say. I've sent Phil to see him, to ask if we can mediate. With an experienced outside person. Someone like Judge Murphy. I'm trying to arrange it for tomorrow."
"Fine," Meredith said. "I can clear my schedule for a couple of hours tomorrow. But I don't know what we can expect to come out of it. He won't admit what happened, I'm sure. And there isn't any record, or any witnesses."
"I wanted you to fill me in," Garvin said, "on exactly what did happen, last night."
"Oh, Bob," she sighed. "I blame myself, every time I go over it."
"You shouldn't."
"I know, but I do. If my assistant hadn't gone off to rent her apartment, I could have buzzed her in, and none of this would have happened."
"I think you better tell me, Meredith."
"Of course, Bob." She leaned toward him and spoke quietly, steadily, for the next several minutes. Garvin stood beside her, shaking his head angrily as he listened.
Don Cherry put his Nikes up on Lewyn's desk. "Yeah? So Garvin came in. Then what happened?"
"So Garvin's standing over there in the corner, hopping up and down from one foot to the other, the way he does. Waiting to be noticed. He won't come over, he's waiting to be noticed. And Meredith's talking to me about the Twinkle drive that I have spread all over the table, and I'm showing her what we've found is wrong with the laser heads"
"She gets all that?"
"Yeah, she seems okay. She's not Sanders, but she's okay. Fast learner."
"And better perfume than Sanders," Cherry said.
"Yeah, I like her perfume," Lewyn said. "Anyway-"
"Sanders's perfume leaves a lot to be desired."
"Yeah. Anyway, pretty soon Garvin gets tired of hopping, and he gives a discreet little cough, and Meredith notices Garvin and she goes `Oh,' with a little thrill in her voice, you know that little sharp intake of breath?"
"Uh-oh," Cherry said. "Are we talking humparoonie here or what?"
"Well, that's the thing," Lewyn said. "She goes running over to him, and he holds out his arms to her, and I tell you it looks like that ad where the two lovers run toward each other in slow motion."
"Uh-oh," Cherry said. "Garvin's wife is going to be pissed."
"But that's the thing," Lewyn said. "When they finally get together, standing there side by side, it isn't that way at all. They're talking, and she's sort of cooing and batting her eyes at him, and he's such a tough guy he doesn't acknowledge it, but it's working on him."
"She's seriously cute, that's why," Cherry said. "I mean face it, she's got an outstanding molded case, with superior fit and finish."
"But the thing is, it's not like lovers at all. I'm staring, trying not to stare, and I tell you, it's not lovers. It's something else. It's almost like father-daughter, Don."
"Hey. You can fuck your daughter. Millions do."
"No, you know what I think? I think Bob sees himself in her. He sees something that reminds him of himself when he was younger. Some kind of energy or something. And I tell you, she plays it, Don. He crosses his arms, she crosses hers. He leans against the wall, she leans against the wall. She matches him exactly. And from a distance, I'm telling you: she looks like him, Don."
"No . . ."
"Yes. Think about it."
"It'd have to be from a very long distance," Cherry said. He took his feet off the table, and got up to leave. "So what're we saying here? Nepotism in disguise?"
"I don't know. But Meredith's got some kind of rapport with him. It isn't pure business."
"Hey," Cherry said. "Nothing's pure business. I learned that one a long time ago."
Louise Fernandez came into her office, and dropped her briefcase on the floor. She thumbed through a stack of phone messages and turned to Sanders. "What's going on? I have three calls this afternoon from Phil Blackburn."
"That's because I told him I had retained you as my attorney, that I was prepared to litigate my claim. And I, uh, suggested that you were filing with the HRC in the morning."
"I couldn't possibly file tomorrow," she said. "And I wouldn't recommend that we do so now, in any event. Mr. Sanders, I take false statements very seriously. Don't ever characterize my actions again."
"I'm sorry," he said. "But things are happening very fast."
`Just so we are clear. I don't like it, and if it happens again, you'll be looking for new counsel." That coldness again, the sudden coldness. "Now. So you told Blackburn. What was his response?"
"He asked me if I would mediate."
"Absolutely not," Fernandez said.
"Why not?"
"Mediation is invariably to the benefit of the company."
"He said it would be non-binding."
"Even so. It amounts to free discovery on their part. There's no reason to give it to them."
"And he said you could be present," he said.
"Of course I can be present, Mr. Sanders. That's no concession. You must have an attorney present at all times or the mediation will be invalid."
"Here are the three names he gave me, as possible mediators." Sanders passed her the list.
She glanced at it briefly. "The usual suspects. One of them is better than the other two. But I still don't-"
"He wants to do the mediation tomorrow."
"Tomorrow?" Fernandez stared at him, and sat back in her chair.
"Mr. Sanders, I'm all for a timely resolution, but this is ridiculous. We can't be ready by tomorrow. And as I said, I don't recommend that you agree to mediate under any circumstances. Is there something here I don't know?"
"Yes," he said.
"Let's have it."
He hesitated.
She said, "Any communication you make to me is privileged and confidential."
"All right. DigiCom is about to be acquired by a New York company called Conley-White."
"So the rumors are true."
"Yes," he said. "They intend to announce the merger at a press conference on Friday. And they intend to announce Meredith Johnson as the new vice president of the company, on Friday."
"I see," she said. "So that's Phil's urgency."
"Yes."
"And your complaint presents an immediate and serious problem for him."
He nodded. "Let's say it comes at a very sensitive time."
She was silent for a moment, peering at him over her reading glasses. "Mr. Sanders, I misjudged you. I had the impression you were a timid man."
"They're forcing me to do this."
"Are they." She gave him an appraising look. Then she pushed the intercom button. "Bob, let me see my calendar. I have to clear some things. And ask Herb and Alan to come in. Tell them to drop whatever they're doing. This is more important." She pushed the papers aside. "Are all the mediators on this list available?"
"I assume so."
"I'm going to request Barbara Murphy. Judge Murphy. You won't like her, but she'll do a better job than the others. I'll try and set it up for the afternoon if I can. We need the time. Otherwise, late morning. You realize the risk you're taking? I assume you do. This is a very dangerous game you've decided to play." She pushed the intercom. "Bob? Cancel Roger Rosenberg. Cancel Ellen at six. Remind me to call my husband and tell him I won't be home for dinner." She looked at Sanders. "Neither will you. Do you need to call home?"
"My wife and kids are leaving town tonight." She raised her eyebrows. "You told her everything?" "Yes." "You are serious." "Yes," he said. "I'm serious." "Good," she said. "You're going to need to be. Let's be frank, Mr. Sanders. What you have embarked upon is not strictly a legal procedure. In essence, you're playing the pressure points." "That's right." "Between now and Friday, you're in a position to exert considerable pressure on your company. "That's right." "And they on you, Mr. Sanders. They on you."
He found himself in a conference room, facing five people, all taking notes. Seated on either side of Fernandez were two young lawyers, a woman named Eileen and a man named Richard. Then there were two investigators, Alan and Herb: one tall and handsome; the other chubby, with a pockmarked face and a camera hanging around his neck.
Fernandez made Sanders go over his story again, in greater detail. She paused frequently to ask questions, noting down times, names, and specific details. The two lawyers never said anything, although Sanders had the strong impression that the young woman was unsympathetic to him. The two investigators were also silent, except at specific points. After Sanders mentioned Meredith's assistant, Alan, the handsome one, said, "Her name again?"
"Betsy Ross. Like in the flag."
"She's on the fifth floor?"