The Corporate Entity

[This was first published on Hubpages and later de-indexed.]
This is a chapter from a novel that I completed writing in 1983 and self-published in 1985. Was it a good novel? I’m certainly not in the best position to judge. I was very young at the time, and I had just graduated from law school a year earlier. When I started writing this book, I was not quite seventeen. When I finished, I was twenty-three. My writing could have been more polished. That much I can see now. But my ideas — as presented in this book — are as valid now as they were then. Very few people have been exposed to these ideas. In many cases, it’s not so much that others disagree. They’ve never even considered it.
So, in the hopes that more people will read it now than read it back then I present to you Chapter Nine: The Corporate Entity.

[For those who don’t have time to read the chapter, or who don’t like ideas to be presented in fiction, I have created short, concise cliff notes. You can skip the chapter and concentrate on the ideas.]

Chapter Nine: The Corporate Entity

Cliffnotes1Tommy sat up in bed. He had a cold. He was reclined, leaning on two large pillows. Toy soldiers were strewn aimlessly over the bedclothes.

Tommy’s hair was rumpled, his face pale. Sunshine streamed from the window, For two days he had been bedridden — had not been forced to go to school. He hoped it would continue. He hoped he would be sick for a long time. Maybe forever.

He frowned. Pursed his lips. Coughed. From the doorway he could hear his mother say: ” I’m so glad you came. I hope you can cheer him up. He’s been so glum lately.”

Placid entered and closed the door behind him. “Hello, Tommy.” He pulled a chair to the bed and sat down.

“I didn’t expect to see you here,” Tommy said. “Is it a business trip?”

Placid nodded, a glint in his eye. “Of sorts.”

“Dad didn’t mention you’d come.”

“He doesn’t know about it.”

“Oh.” Tommy looked down at the soldier. The figure was in the process of throwing a grenade.

“Not  much fun to be sick?” Placid asked.

“It’s okay. There are worse things than colds.”

The corner of Placid’s mouth rose almost imperceptibly. “Like what?”

Tommy shook his head. “I don’t mind now.” he said. “I really don’t. It’s later I’m worried about.”

“What do you mean?”
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Tommy coughed, then recovered. “I can wait,” he said slowly. “It’s not so awful to wait. I’ve been waiting for years. I used to be sure everything would be all right. Up until I was five. Then I started wondering.”

Placid said nothing. He watched the light play in the slight creases on Tommy’s forehead.

“I waited for them to figure out what I knew and to teach me. Caldwell came. Years after she should have. But she came; and it was great. She couldn’t do anything, Placid. She taught me, but she couldn’t do anything officially. She couldn’t change things at all. And she’s gone now. Everything is the same as before. Maybe worse.”

“You haven’t heard from her?” Placid asked.

“She wrote me a letter,” said Tommy. “About fighting for things that matter and when I grow up.” He coughed suddenly, a long grating cough. “When I grow up,: he said with emotion, “it can’t continue when I grow up. I couldn’t take it.”
Placid shifted in his chair and gently took the soldier out of Tommy’s twisting hands. The pedestal was bent.

“When I grow up I don’t want to worry about staying clean and making money, the way grownups do.”

The Cliff Notes

So you don’t have a lot of time, and you can’t be bothered to read the whole chapter. Or maybe, this style of writing really doesn’t appeal to you, but you would like to know what the gist of it is. Okay, that’s understandable. Here’s the short version:

What is a corporation? An artificially created legal entity with limited liability. The corporation is owned by stockholders who vote on how it is to be run. Stock can be sold privately or publicly. A majority of stockholders elect the board of directors, and the board of directors chooses officers, such as the president and the treasurer of the corporation. Minority stockholders have about as little say in what a corporation does as do isolated voters in any democracy.

What is limited liability? It means that the people who own the corporation (the stockholders) are not responsible for wrongful acts committed by the corporation. You cannot sue the stockholders when a delivery van driven by a corporate employee runs you over, for instance. You can’t sue the stockholders when the nuclear power plant run by the corporation has a meltdown and kills half your family. You can’t sue the stockholders of the corporation when you eat poisoned peanut butter manufactured by the corporation. You can’t sue the stockholders when when the corporation promises to provide you with a service or product and then doesn’t keep its promise. You can sue the corporation, but you can only get the assets that are in the corporation’s name, and you can’t get what isn’t there — like the stockholders’ bank accounts, or the stockholders’ condos or the stockholders’ future earnings.

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The reason this is bad is twofold:

(1) When the corporation makes money, stockholders profit. But when the corporation causes damage, stockholders are not at risk.

(2) Because they are not at risk, stockholders have no incentive to keep a close eye on how a corporation is run. This doesn’t merely hurt third parties damaged by the corporation — it also hurts employees, because when a business is mismanaged, it’s the employees who stand to lose the most.

How can we fix this? Do away with limited liability. Make stockholders jointly and severally liable for the acts of a coporation. When owners of a business are accountable for the losses as well as the profits, they are most likely to be vigilant. This will make them better employers as well as more responsible neighbors.

The Cliff Notes: Capitalism versus Free Enterprise

Have you ever felt that under “capitalism” bad people get rich? Have you ever had an argument with someone who was in favor of “free enterprise”? Have you ever felt that you and the other person were not living in the same universe? Well, it could be that you weren’t even talking about the same thing. Did you know that free enterprise and capitalism aren’t the same? Here are some definitions:

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Free enterprise — The system of government under which each individual is responsible for himself. Each person owns property and is responsible to others for any damage he has personally caused them and for keeping those promises that take the form of enforceable contracts. Besides this, all are free to do whatever they wish with their time and their resources.

Capitalism — a system where large amounts of capital are accumulated in the hands of a few, while workers do not own the means of production individually.

Some examples of capitalism can be found under totalitarian regimes. Free enterprise need not necessarily lead to an accumulation of capital in the hands of a few. When all owners of a business are equally liable for its debts, this discourages investment by uninvolved parties and it tends to limit the size of businesses,

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Granting a corporation limited liability violates the tenets of free enterprise because it nullifies the rights of individuals for compensation from other individuals. It elevates a corporation to a special status, and allows those owning the corporation to enjoy collectively rights that they never could have had individually. It is a form of government protectionism that favors the formation of large businesses, at the expense of individuals harmed by such businesses.

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Placid smiled. “You’re opposed to making money? After all Caldwell said to us on the subject.”

Tommy shook his head. “Making money is okay. It ought to be great … But doesn’t it matter how?”

Their eyes met. Tommy picked up another soldier from the bedclothes and said sullenly: “What Dad and you do at SSI doesn’t sound right to me.”

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Placid nodded. “That’s worse than a cold.”

Tommy smiled. Then he shook his head and looked out the window. Placid got up and went to the door. “You’re going?” asked Tommy.

“I’ll be back in a moment,” said Placid.

He returned shortly with a slim briefcase. “If you had a secret possession, where would you hide it, Tommy?”

The brown eyes widened. He wanted to ask. Instead he said: “In my trunk. It has a lock, you know.”

“Does your father have access to it?”

Tommy shook his head. “He doesn’t bother with my stuff.”

“Good,” said Placid. Tommy stared at him – and at the briefcase. Silence stretched between them.

Tommy felt like laughing, but restrained himself. Itcame out a cough. “So Caldwell wrote about fighting for things that matter?” Placid’s voice was tinged with sarcasm.

Tommy nodded. Placid asked: “Would you like to do that?”

Tommy sat up expectantly. “You know I would.”

Placid’s tone was harsh. “Open your trunk.”

Tommy scurried out of bed. He went to his desk and opened a drawer. He ran his hands through the contents. Pencils scattered to the floor. “I know that key is in here somewhere,” he muttered. Coins jingled and rolled. “I saw it there just yesterday!”

Placid picked something off the floor. “Is this it?” he asked, amused.

Tommy nodded and reached for the key. “Where’d you find it?” Placid pointed downwards. “I have trouble finding things,” Tommy explained. He opened the trunk at the foot of the bed. Placid looked inside. It contained an old nest, a cardboard military tent, two plastic tanks and a jeep, a bar of chocolate, a few trampled letters, and a photo album.

Placid opened the briefcase and took out a thick manila envelope. It was unmarked and sealed at the back. He placed it beneath the photo album and locked the trunk. He handed the key to Tommy.

“You musn’t lose it,” he said sternly.

“I’ll get some string,” Tommy volunteered. “I’ll keep it round my neck.”

Placid leaned forward. “Here are my instructions. Listen carefully. You are to do nothing with the envelope, except in one of the following situations. If I personally contact you, do as I ask of you. If you hear that I am sick, dead or missing, open the envelope. It contains several copies of certain writings, a list of addresses, and some money. You will see to it that the papers are delivered to those on the list.”

Tommy blinked. “You expect something to happen to you?”

Placid shrugged. “It might. In the meanwhile, you must keep this a secret. Don’t tell anyone. That includes your parents.”

Tommy’s solemn brown eyes took in every nuance in Placid’s expression. He turned the words over in his mind.

“You mean, I can’t write Caldwell about it?”

“No,” Placid answered absently. “Not yet.”

Tommy viewed him quizzically. Then he grew solemn. “And it is for something that matters?”

Placid nodded.

*****

Andy Barman lay on his side surveying Hayley. She lay naked on his bed and looked up at the ceiling. A half smile played at her lips, lending prominence to the dimple. He thought of Hannibal. He was able to think of nothing else. When he spoke to clients, he thought of Carthage Corporation. When he stared into the eyes of jurors, trying to find a spark of intelligence, and always failing, he thought of Carthage stockholders. When, in his spare time, he tracked Skinner, his last conversation with Hannibal played over and over again in his mind. “Would you like to take an active part in solving the mystery, Andy?”

When he reached out to Hayley, one idea remained in the fog of his mind – it was Hannibal.He had never wanted … whatever it was Hayley now stood for. The beautiful dumb blonde, the whore. But she was not stupid. Perhaps she was wiser than he. Sometimes he thought: she isn’t even beautiful. She’s a chubby two year old sitting on my lap.

He did not speak to her of it. He listened to her talk, instead. She spoke of Caldwell, and her voice held respect, anger and mockery. She talked a little about prostitution. He did not want to hear about that. She giggled when he frowned. His values were a weakness she occasionally explored. She prevented him from confessing emotion. Words almost came, haltingly in tenderness. She would stop him. Change the subject, make a joke. Like Hannibal’s response to a warning.

Then Barman felt compressed pain in his chest, and he wanted to protect Hayley, at whatever the cost. But it was irrational. Nothing was menacing her. She had no values; she could not be hurt. He was the one who stood naked and helpless before the world. It was she who might help him. Again he thought of Hannibal.

She turned on her side to look at him, a mocking smile on her lips.

“Brooding again, huh?” She expected no response,continuing after a short pause. “You know,” she said, twisting her mouth and squinting, “Caldwell would just love you right now. You’re so much like the heroes in the books she used to read when she was ten years old.” She studied his expression. He affected lack of interest, but listened.

“You know what I mean,” she said, drawing out the words and changing her position slightly. “There was always some dark secret or something. A skeleton or a heavy sorrow. Something awful they’d done, or something dreadful done to them or both. Anyway, they’d sit there brooding for hours about injustice or dishonor, and there’d be some pretty good descriptions of their profile.”

He laughed. Then his glance fell on the clock. He grudgingly got up and began dressing. She sat up. “Andy, why did you come to Estville?”

He looked at her, as if in measurement. Then hesaid: “The Society for the Small Investor is basedin Estville. I like to keep my eye on it.”

She raised her eyebrows. “So?” But she did not wait for him to answer. “You mean, you’re keeping an eye on Skinner?”

He nodded. She bit her lip. Her eyes sparkled.

“You are fanatical,” she said in a tone of wonder. “You’ll go after him until …”

He spoke instinctively. “I’m not after vengeance, Hal. All I want …”

“Vengeance? Who said anything about that?” She was confused. “And for what? Taking over the company when Mother gave him her proxy?”

He shook his head. “Poor choice of wording. That’s not what I meant.” He turned away from her. “I’ll make breakfast,” he said in the hallway, “you can laze a bit longer.” He walked off, tucking his shirt tails into his pants.

She rolled her eyes and repeated to herself:”Vengeance?!”

Barman’s kitchen was spacious and sunny. Shovinga morsel into her mouth, Hayley said: “I’ll be eighteen next Thursday. I’m taking that night off. Will you celebrate it with me?”

Barman looked up from his toast. His eyes were somber. “Eighteen?”

She ignored his expression. “I thought we might have dinner at Vanetti’s …”

“The food there leaves a great deal to be desired.”

She grinned. “Yes, but one doesn’t go there for the food. You ought to know that by now. Even that icepick, Placid Towers, understands it.”

Barman looked interested. “Oh? When did you see him last?”

“A couple of months ago. He came to report that Cad is okay. She’s not trying to kill herself.”

“If she had been, do you think she’d have waited for Placid?”

“Well,” Hayley dragged on the syllables. “She’s a terrible shot. Always has been.”

He laughed. “What did Placid say about Vanetti’s?”

“Well, when we were there that morning … I made a comment about the food and since he didn’t say anything, I told him the atmosphere made up for it. He agreed with me. He said eating at Vanetti’s makes him feel that he can get away with murder.”

Barman shrugged. He reached for the buttermilk. “I’ll have control of all my stock,” she said, looking at him attentively. “When I’m eighteen, I mean.”

He crooked his mouth. “I know that, Hayley.”

She glared at him. “Don’t you think we ought to do something about it?” He was obviously not going to speak. “Couldn’t we try a takeover or something?”

“Your stock is a mere minority.”

“I know. But with Caldwell’s, it’s a sizeable minority. Do you know SSI has been in power about four years now?

He winced. Did it mean nothing more to her than power play? She continued: “That makes them the establishment. It’s always popular to go up against the establishment. Especially when they’ve made a mess of so many things. I hear they’re going to be in a lot of trouble with the Army soon.”

He put down his glass abruptly. “Where did you hear that?”

She smiled, as though to say: How else? “One of my customers. Seems they’ve made a real botch of the missile project.”

“It hasn’t affected their dividends.”

“Not yet, and it may not for a while. The point is, we can scare up a few good stories. Make all of those itsy bitsy investors of Skinner’s hanker for new management. The stockholders’ meeting is in three months, isn’t it?”

He nodded. “If we were to succeed in a proxy fight, what would we do with the company, having won control? Despite everybody’s belief to the contrary, it does take technical know-how to properly run this business. I have none, and as far as I can tell, your talents run in a different direction.”

She laughed. “You’re almost as diplomatic as Skinner these days … Cody knows some of that stuff. She used to spend a lot of time in the lab.”

“That’s hardly enough, especially if she intends to stay isolated at the lake.”

Hayley’s grin was wicked. “But that’s the plan. If I have my way, she won’t see the lake any moreoften than once a year.”

“You haven’t answered my question.”

She made a fanning gesture with her hands. “Oh, we’ll find someone. Technical people are a dime a dozen. How about that guy Father had working for him? You know the one – he was so shy and retiring, he was almost invisible. Father thought agreat de al of him. Oh, what was his name? Hans Wavelength?”

Barman smiled. “Eric Band.” He stared somewhere above her head. “Yes,” he said, “we ought to contact Eric Band.”

*****

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CLIFF NOTES: Power and Corruption

Have you heard it said that power corrupts? Power does not corrupt. Power when it is divorced from responsibility becomes corrupted.

Corporate corruption is not due to people having a lot of money at the top of the corporate hierarchy. It is because the people in control are not owners and do not stand to lose anything that they are corrupt.

Most CEOs do not own the companies they run. They run these companies on behalf of absentee owners who also believe they have nothing to lose, because their liability is limited.

Cliff Notes– Dramatis Personae

Eric Band — A former employee of Carthage Corporation.

Carthage Corporation — a company founded by Hannibal Grayne.

Caldwell Grayne — Hannibal’s eldest daughter who had his power of attorney at the time of his kidnapping and refused to pay the ransom.

Hayley Grayne — Hannibal’s younger daughter who comes of age in this chapter.

Hannibal Grayne — kidnapped and presumed dead.

Tommy Sharp — Placid Tower’s nephew. Formerly a first grade student of Caldwell Grayne’s.

Jimmy Skinner — The founder of SSI (Also a kidnapper).

SSI — Society for the Small Investor.

Placid Towers — An employee of SSI. (Also a part-time kidnapper.)

She came for Hayley’s birthday. It was difficult to resist her entreaties, the stomping of foot and pouting. “You’re not behaving like an adult,” Caldwell commented wryly. Hayley had answered: “Would you come if I did?”

Barman met them at Vanetti’s. It was the first time she had seen him since shortly after the funeral. There was an awkwardness in theirgreetings. As though some unfinished business lay between them, and one or the other was responsible for the neglect.

“You will help us, Cad, won’t you?” Hayley asked eagerly.

“I’m willing to sign my proxy over to you.”

“We’ll need more than that.” Hayley’s voice was calm now. There was a concentration in her eyes. “We’re planning a takeover. We don’t actually havethe necessary resources. It’s going to take brains, too.” She noticed Caldwell’s smile at thisobservation. “We will have such fun!” Hayley exclaimed.

“It would help if you ran for the board,” Barman said.

“People may not like you, but at least you have the reputation of being levelheaded,” Hayley put in. “How wrong they are.”

Caldwell smiled. She stared into her plate. “All right,” she said. “I suppose the time to act has come. But you must understand that if I’m elected and we don’t have a majority, I will resign. I will not serve as a decorative minority.”

Hayley’s dimple was showing. “I love to hear you talk,” she said. Then to Barman: “You going to stake SSI out tomorrow?”

“Yes, I thought I would. It might be useful if one of you came with me.”

“Don’t look at me,” Hayley said. “I’m a working girl. I’m going to sleep all day, so I’m nice and chipper in the evening.”

Caldwell eyed her, as though examining a specimen. But she saw pain in Barman’s glance.

Their eyes met. She said: “I’ll come with you to SSI, Andy. I’ve always wondered what it was like.”

The lobby was spacious and immaculate. The floor of brown marble that shone. Large tropical plants in giant pots scattered symmetrically throughout the hall. Marble columns every so often.

Two partition walls were covered with expensive, modern, rug-like hangings. The rest was filtered glass. Barman spoke to the elegantly dressed woman behind the marble counter. “I’m Andy Barman, attorney for Caldwell and Hayley Grayne. I’d like to inquire after Hayley Grayne’s investments.”

“Just a moment, please,” the woman said. Evenher voice seemed polished. She picked up a phone and turned away so that Caldwell and Barman could not hear her. She turned back to them: “Someone will be down for you soon.”

“So this is Jimmy Skinner’s domain,” Caldwell whispered to Barman as they strolled through the hall. “Or is there someone else behind him?”

Barman shrugged. “If there is, I haven’t been able to uncover it.”

There were soft footfalls behind them. “Hello Caldwell, Mr. Barman.” His voice held a hint of irony.

Barman frowned, but she smiled. “Placid. I thought I might see you here.”

“I’m your escort,” he said, looking at Barman, “to make sure you don’t wander into the wrong room.”

He led them into the elevator, then through a corridor. Caldwell caught glimpses of richly furnished offices and occasionally a fat, middle-aged man in a chair.

He led them into one such office. It was empty.

The armchairs were firm, but comfortable. Yet Barman sat stiffly in his. “May I offer you some coffee?”

Both declined. Placid perched himself on the corner of the broad mahagony desk. “Is this your office?” she asked.

He seemed amused. “No. I don’t have an office. I work on the files, mostly. I churn out letters to the stockholders.”

Barman stirred uncomfortably. Placid turned to him. “How can I help you?”

“I represent Hayley Grayne, who has recently come of age. Her guardian left the management of Miss Grayne’s stock to SSI. I would like an accounting.”

Placid nodded. “I’ll see what I can do about it.”

He turned to leave when Caldwell stopped him. “While we’re here, we’d also like to see a list of Carthage stockholders who are members in SSI,” she said.

He raised an eyebrow, then made his way out.

Caldwell turned to survey the room. She walked up to a print of a starving infant with an enormous belly. On the other side of the room was a multicolored matte with blotches and smears in the center. She returned to her seat and exclaimed: “What a mess!”

Barman looked about. “It seems pretty tidy to me,” he said wryly.

She shook her head. “That’s not what I mean. I mean all the funds channeled this way. All those,” she choked on the word, “small investors who paid for this – in return for Jimmy Skinner’s pillage of healthy businesses. Carthage is not the only one to fall this way. And it’s not just because Father was killed. There’s something in the system that inevitably leads to this – that wrests control from those who build and create and gives it to men like Skinner.”

Barman shrugged. “I don’t know,” he said wearily.

“Does free enterprise really promote that result?” she asked.

“That’s what happens when you fake it,” Placid said. He was standing in the doorway holding a thick, red folder.

“Fake it?” Barman repeated.

“The corporation is an attempt to unload moral responsibility.”

Barman shook his head. “You mean legal responsibility.” He frowned. “That’s the purpose of the corporate entity. To allow one to conduct a business without incurring personal liability. The legal responsibility ends when the corporate funds are exhausted.”

Placid made his way to the desk and again perched himself on its edge. She watched him intently, as though hypnotized.

“Have you ever heard it said that responsibility and power go hand in hand?” Placid asked. “Consider what happens to the power, when no one is responsible.”

She nodded, beginning to understand.

Barman cleared his throat. “Corporations – stock companies – were invented to facilitate expansion. To encourage investment …”

“By eliminating the risk inherent in such investment,” Placid said, “at the expense of anyoneelse, naturally. At the expense of all who areharmed through negligence of management, and all who contract with business when such contracts are breached. It is a just principle anyone embarking ona venture be personally responsible for the harm it causes. The corporation circumvents it. The result is the possibility of sinking funds into a giant thatcould not have been financially viable, but for the limited responsibility of the investors. Power isscattered among millions. Each shirks responsibility,not only for the debts, but for the proper conduct of the business. The result is in the nature of a democracy …”

Caldwell gasped. “And in democracy, as we know it, men like Skinner rule!” she exclaimed.

Placid nodded. “There would be few small investors if they had to bear the entire risk of loss as well as the chance to profit. They would have to take part in management, or truly know and trust the one to whom they delegate the task.”

Barman tilted his head. “What do you think should replace the corporation, then?”

“What is the nature of liability in a general partnership?” Placid asked him.

“Joint and several.”

“That’s how it should be,” said Placid. “One who stands to profit from a venture should be liable for the entire debt owed innocent outsiders as a result of the undertaking. The nicer division can be settled among partners. That’s what stockholders should be. Partners.”

Caldwell swallowed. “Now they feel safety in numbers,” she said. “They can turn their savings over to Skinner. They know others like them will do the same. Chances are, they’ll make a profit. And if not, their losses are limited.”

“And when all the small men have contributed their meagre resources, there is such a power in the hands of those who can rule them, that a true businessman cannot compete …”

There was a strong, dignified step in the hall. She could hear the quiet snap of expensive leather shoes. Placid turned. He slipped off the desk.

“That’s better,” Skinner commented, watching him. “I see I’ve arrived just in time. I’m sure Miss Grayne and Mr. Barman have had quite enough of your talk.” He flashed them a faultless smile.

Placid went to stand by the rubber plant, in the farther corner of the office. His face was in shadow.

“I’m so glad to see both of you,” Skinner continued suavely. “It’s been a long time.”

Barman stared at him with hostility. But Caldwell searched Placid’s face in the shadows.

“I understand you’ve come to look at Miss Hayley Grayne’s portfolio. Placid, where is that folder?”

Placid emerged from the shadows and handed it to the short, well-groomed man. “You’ll find she’s been well looked after,” Skinner said, leafing through the file. Barman reached for it. It was reluctantly relinquished. Barman examined the papers, choosing one manila folder and perusing thecontents.

“Placid has been neglectful,” Skinner said. “I see he hasn’t offered you coffee.”

“No,” Caldwell answered coldly. “He offered it to us. We didn’t want any.”

“Well, in any event,” Skinner said, sighing, “I’d like some myself. Get me a mug, will you, Placid?”

The young man quietly disappeared into the hall.

Caldwell looked coolly into Skinner’s eyes. “I’m glad to see you taking an interest,” he drawled.

She turned away.

“I see you’ve invested her income in other corporations,” Barman said.

“Why, yes, not to put all the eggs in one basket, so to speak.”

Barman crooked his mouth. “But you had her buy Carthage’s nonconvertible debentures.”

Skinner smiled. “Less risk …”

Barman gave him a wry look. He leafed some more in the files. “We also wanted a list of Carthage stockholders who are members of SSI.”

“Isn’t there one in the file?” Skinner asked innocently.

“No.”

“How careless of that boy …”

Barman shrugged. “It doesn’t matter. You can mail it to us. We’ll send you a written request. We’d better be going, now.”

They stood up. Skinner cleared his throat. “The file …”

Barman smiled. “I’ll take it with me. You see, Hayley doesn’t intend to stay with SSI. She’s notsatisfied with the present management of Carthage Corporation.”

Skinner’s voice was low. “How unfortunate.”

They met Placid in the hall, a mug of coffee in his hand. Caldwell stopped to look at him, but he would not meet her eyes.

*****

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Placid fidgetted, as though expecting something to appear behind him and catch him unawares. He seemed afraid to leave Hannibal. He even brought his books into the room and attempted to complete his homework assignment. Hannibal was surprised by the title on the spine of the book: Advanced Accounting Methods.

“What is your major?” Hannibal asked.

Placid smiled coldly, looking up from the book. “Business Administration.”

Hannibal grinned. “You intend to follow in the footsteps of your mentor, Jimmy Skinner?”

Placid shook his head seriously. “No, I will never rise to his station. I’m just a flunky. Skinner is using me. My services are cheap. He pays Joe more. I don’t have what it takes to succeed at this business. Skinner is counting on my gratitude and loyalty. He rescued me from an unpleasant situation and made me privy to his darkest secrets. It should be enough. Oh, I’ll receive the standard promotions. But I’ll never really advance.”

Hannibal frowned. “You could do better without Skinner’s patronage. And without commiting a crime.”

“I want to commit crimes. I’m glad I killedVanetti. And as for the rest, I would not have as interesting a job as I do, without Skinner. My legitimate pay at SSI is above what others would hire me for.”

Hannibal said: “There’s a difference between what is legally a crime and what is wrong. You should make the distinction.”

Placid started flipping through the book again.

“What would you be, if not for the threat of injustice?” Hannibal asked. “An accountant?”

Placid looked up from the book. His voice was firm. “No.”

“What, then?”

The boy smiled. “Maybe an executioner.”

“You don’t mean that.”

Placid shrugged. “It’s a job, isn’t it ?”

“And you could not perform it. After all, I’m still here.”

There was irony in Placid’s glance. “I thought you said I should distinguish between what is illegal and what is wrong.”

A door opened. The sound echoed in the empty front storeroom. Hannibal wondered who it could be. Not Joe. Placid went out, returning with Skinner. “Sorry to say, I had other matters to attend to this past week. But when those two came yesterday, claiming their inheritance, so to speak, I decided it was time to clean up this mess once and for all,” Skinner said. “From now on, your life will be less complicated. You’ll be able to entertain.”

“Sorry, Hannibal, but we’re cleaning our books.” Skinner rocked lighlty on his heals. “You’re an expense I wouldn’t care to account for.” He turned to his subordinate. “You have the gun with you Placid?”

Placid drew it forth. He held it aiming at the floor. “Well, then,” Skinner prompted. “You do the honors, don’t keep me waiting. I’ve other mattersto deal with tonight. I just wanted to see it done with my own eyes.” Placid aimed. Skinner said: “Not at me, at Hannibal. Stop dawdling.”

They heard the entrance door creak open again.

“I’m not going to kill him, Mr. Skinner.”

The man frowned. “I knew you had a problem. All right, let me.”

There were lumbering steps in the hall. “You’re not going to kill him, either.”

“What’s the meaning of this?” Skinner askedangrily.

Joe entered the room. “You’re late,” Skinner said irritably.

“Sorry, Boss,” Joe said. “They gave me a trafficticket.”

“Placid won’t shoot our millionaire,” Skinner said. “Why don’t you do it for us?”

The Scout drew his weapon. Placid spoke quickly, still aiming Skinner. “You won’t kill him … or me,for that matter, because I have entrusted certaininformation related to Mr. Grayne’s kidnapping and whereabouts with a friend. If I disappear, you will be exposed.”

Skinner seemed angry. “You’re bluffing.”

“Look in the kitchen,” Placid said. “Second drawer from the left. It’s a photocopy of theinformation I gave my friend.”

Skinner left, and returned shortly, clutching a notebook. “All right, Joe. Leave them alone for now. I’ll find your friend, Placid.” He shook his head. “Such a terrible waste of resources.”

*****

text

Eric Band’s house was located in a rundown neighborhood, close to a junkyard. They had to stoponce for a bent old woman with walking canes supporting both arms. It took her two minutes to cross the street. The house was covered with faded aluminum siding. All the curtains were drawn. Itwas 10:00 a.m. Caldwell doubted that he would be home. However, the address in the phonebook was their only clue to his whereabouts.

“I’ll knock,” said Hayley, when they discovered there was no bell. “I’m very good at knocking,” she added. Caldwell and Barman exchanged smiles.

Hayley rolled her hand into a fist and banged mercilessly at the door.

They waited. “He’s probably not at home,” Barman said. “I don’t see a car.”

Caldwell heard shuffling. Someone was playing with the chain lock inside; the door opened. His face was unshaven, the yellow eyes bloodshot, the meagre light brown hair unkempt. He wore a pair of dirty workpants and an undershirt.

“Eric,” Barman said. There was concern in his tone.

Eric Band blinked, focusing his eyes. “Barman.” The anger flared. “What do you want?”

Hayley put herself in the forefront. “May we come in?” Her expression was earnest, the greeneyes friendly and open. Band looked confused. “Who…?” he began.

“This is Hayley Grayne, Hannibal’s younger daughter. You remember her.”

Eric Band nodded. “Oh, yes … I read about her.”

He looked at Hayley in disgust. “Why should I let you in?” His voice was flat, lifeless.

Barman was grave. “We want to talk to you about the corporation – about Carthage.”

“I quit. I want nothing to do with that company.” His voice shook. Hayley and Barman exchanged glances. Caldwell stepped forward. “Let us in, Eric.”

He noticed her for the first time. “Caldwell!” Then he sighed, relented and opened the door.

The floor was strewn with technical magazines. Hayley picked up a crumpled ball of colorful paper.She straightened it out. It was a two page adflouting the great technical ability of Carthage.There was a picture of smiling, silverhaired executives. Barman noted empty beer cans on adirty coffee table and a sagging green couch.

“Have a seat,” Eric Band said, pointing to the latter.Barman complied. Caldwell perched herself awkwardly at the edge, to avoid falling into a deep valley in the upholstery. Hayley said: “I think I’llsit on the floor.” She dropped onto one of the magazines and assumed a crosslegged position.

Barman looked up at Eric Band. “We’re planning a takeover. We want you on our side. We want you to be a part of it.”

Band stared at Barman, blunted resentment in his eyes. But he said nothing. Caldwell looked at the empty beer cans. She remembered Eric did not drink.

“You’ll be a lot more comfortable if you sit down,” Hayley said. “Come on, there’s plenty of room, down here by me.”

Eric glowered at her. The freshness of her skin, the glow on her cheek, her air of happiness were like a slap in the face. It was an argument he could not answer. But he had to. “I’ll get a chair,” he said tonelessly. He broughtit from the kitchen; it had metal legs and plastic padding with sunflower designs. He sat down, not offering it to Hayley. She grinned.

“We’re going to try for a majority at the upcoming stockholder meeting,” Barman continued. He spoke as though he were sure Band was an ally.

Eric wanted to strike him; but as always, he did not do what he wanted.

Caldwell watched him, but Eric avoided her eyes. Barman stirred on the couch. He seemed uncertain. Only Hayley looked comfortable on the floor, leafing through a magazine. Band watched her.

Hayley said: “I understand they’ve really botched up the missile project.”

His eyes widened. “Where did you hear that?”

She smiled, deepening the dimple. “I get around.”

Barman seemed annoyed with her. He spoke as though to keep her from elaborating. “You know more about that than we do.”

“If you tell us about it,” Caldwell said, “we will include a written report on this with the othermaterial we send the stockholders.”

“You’ll be in charge of all electronic related projects, if we are successful,” Barman said.

Eric Band laughed. It was a strange, strangling sound. “And you think I want that?”

Barman looked away. Hayley frowned, and bit hertempting lips. Did he detect actual concern?

Caldwell sat very still. She was pale, and her blue eyes were too big, too round. She met his stare.

He looked away. At Barman. “Do you really think you can leave … attend to your own business …manage your own affairs … And then when you feel like it, come back, and pick up the pieces and start over as if nothing has happened?” There was an unsteady tremor in his voice.”Maybe you can. Maybe that’s one of the powersthat’s been given to you. But if you think that Iam one of those pieces you can just pick up …” He stopped because his voice would not hold.

It was very quiet. They heard the water dripping from the tap in the kitchen. Eric Band took a deep breath. “You have nothing to offer me,” he said calmly. “Please leave.”

Barman stood up slowly. The corner of Hayley’s mouth moved toward her dimple, then returned. She came nimbly to her feet. At the door, Caldwell asked quietly: “May I stay?”

He breathed in, then let it out. “All right.”

She said to Barman: “You two can fly back to Estville. I think I’ll stay in the area for a couple of days. Leave the car at the airport. I’ll drive to Estville.”

He nodded. “Give us a call.”

They could hear Hayley chatting gayly through the closed door. Then the voices receded. Caldwell turned to face the electronics expert. “Eric, maybe I can’t answer you. There were many reasons why we never tried it before. Perhaps one of them was that I didn’t have the guts.” She paused. “No one can replace Father. You know that. You said yourself it wouldn’t be the same. It’s not going to be. I felt and I still feel, in a way, that … there’s no use in trying, if he’s gone. If he could … fail.”

He started at the word. She smiled sadly. “That’s what happened, Eric. Not just in that he was killed – he left the company so insecure. I felt then, that there is no use in attempting it … in doing anything.”

Eric’s mouth was dry. “And now you feel differently?”

“No, I don’t feel differently. But there has to be a way to change things – to make life as it ought to be. Because if there is no way, what we saw in him wasn’t real, either.” She swallowed. “When what I hold important and right is destroyed, it’s as though reality scorns me – no, us. All of us, Eric.You’re angry, too. Venting it against Andy is wrong. He’s not the enemy.”

She picked up one of the beer cans and rattled it. “We must enforce our justice, else it is worthless.” She looked less serious then. “Hayley says that there are certain people who count, and all the others do not. You count, Eric. We should join to fight the common foe. Don’t you want to beat Skinner?”

His voice was gruff. “I don’t care about Skinner.”

She nodded. “Neither do I. But we still have to beat him to win. And we must win, to salvage something of what Father was.”

Eric Band looked at her solemnly. “He had plans. I’ve got wiring diagrams, flow charts, sketches.”

“I’d like to see.”

“First, I’ll tell you about the Hellespont guidance system …” He hesitated.

She took out a notepad, and sat in readiness.

“All right,” he said. “I will help you, but I don’t think what happened after he died was right.”

“It wasn’t. And Eric, I don’t think we’ll win this proxy fight. It’s just the beginning. We have to start somewhere. Only, when we lose, we’ll stick together. We have need of one another.”

He blinked. “Need …”

She took notes for hours, while he told her about the missile project. Then he stopped in midsentence. “What is it?” she asked.

“I think I ought to tell you,” he said.

“What?”

“No one else believed and maybe it isn’t true, but you should know.”

She looked at him intently. He said: “About three years ago, he phoned me.”

“Who?”

“Hannibal.”

She stared at him. It was hard to breathe. “What do you mean?”

“The phone rang in the lab. I answered. I recognized his voice. He always sounded like that.Only he wa s hurried.”

She leaned forward. “What did he say?”

“He said … I wrote it down and gave it to the police, but I know it by heart. He said: ‘Eric,it’s Hannibal. Listen I need your …'”

“What?” she asked. “What did he need?”

“I don’t know. We were cut off. I didn’t know what to do. I waited, hoping he’d call back, but he didn’t. I reported it to the police. They weren’t particularly interested. They said it was probably a crank call.”

“Have you heard anything more?” she asked.

“No, that’s all there was.”

She clutched her pen tightly. Thank you for telling me, Eric.”

*****

text

Barman followed. It was not the first time he had trailed Skinner. It was his intermittent pastime for the last few years. He uncovered nothing from this. He knew where Skinner lived, and some of his favorite bars. He knew Skinner often flew away, presumably on business trips. There was nothing extraordinary about any of this information.

The neighborhood seemed familiar. He had been here a few times before. This was close to Hayley’s apartment complex. Only a block away. He did not like to come here, but twice in the past month he had been forced to bring her home after an outing. Skinner was parking before Hayley’s apartment building. A nauseating suspicion assailed Barman.

He left his car a few houses away and walked quickly toward the building Skinner had entered. He ran through the entrance and up the stairs. The elevator was taken.

On Hayley’s floor, he found Skinner before a door, her door apparently. It opened. Hayley stood in the doorway in a shimmering garment. Barman heard Skinner say: “I take it you are free?”

She smiled. “I have a space open. Come on in.”

There was something natural and open in the way she spoke. Barman took a few steps forward and cried angrily: “No, Hayley! This is Jimmy Skinner!”

Skinner turned. Hayley recognized Barman,surprised. “I would sleep with him even if he were Karl Marx,” she said firmly.

Skinner looked at her slantwise, not understanding. Barman’s pain he did understand. He smiled at the lawyer.

Barman stood motionless. Hayley’s voice was cool. “Get out of here, Andy.” She took Skinner by the hand into the apartment and gently shut the door. Barman stood there staring, then walked briskly to the elevator. His head felt light and numb.

*****

Mrs. Sharp said that her husband was out of town on business and would not return until the following afternoon. So that evening Caldwell took a cab from Eric Band’s house to the Sharp residence. Eric’s car was at the shop.

Tommy met her at the door. “Caldwell,” he said softly. He, too, counted, Caldwell thought. He must not be abandoned.

Mrs. Sharp beamed at her. “I would invite you to dinner, only Tommy and I have already eaten.”

“That’s quite all right. So have I.” She smiled, remembering the frozen dinner Eric Band had served her.

Tommy took her to his room to show her his new Grayne Computer. She noted the locked trunk, the wide bed, the CRT, disk drive and computer on the oaken desk. There was notebook paper scattered on the floor. She picked up a sheet and examined the crooked lines traced across it.

“Those are blueprints,” said Tommy, fiddling with the computer.

“For what?” she asked, puzzling over the untidy sketch.

“It’s a kind of laser,” he said gravely.” I’ll explain it to you later.” He motioned her toward the desk. “Sit down here. Dad got this computer when he was elected to the Carthage Board. Mom persuaded him to let me have it, since he doesn’t understand computers, anyway.”

He thought she seemed angry, but did not know why. “Just press go,” he directed her. “It’s a game program I wrote. You’ll see how it works.”

Three white dots appeared on the screen. There was a rectangular object toward the bottom. “You press this arrow to go left and that one to goright. The space bar is to shoot them.”

She started pushing the keys. One dot disappeared. Then the next. The third came easily.

“They don’t move or shoot back,” Tommy explained. “That makes it easy to win.”

She laughed. Tommy smiled. “I might make it harder later.”

“Have you been happy here, Tommy?”

He frowned. “It was awful at first. I felt very strange. Sometimes I thought so hard about everything, that it didn’t make any sense. I didn’t think I’d ever see you again. Now I feel a lot better. I wasn’t even surprised that you came.Because lately I’ve thought that you would come, sooner or later.” He fingered the string around his neck. “I think I will do something important, someday. Maybe soon.”

They spent several hours with the computer. Tommy was surprised that she was so familiar withit. They were reading poetry together when Mrs.Sharp invited them to have cookies. They took the book with them to the kitchen.

“Placid likes poems,” Mrs. Sharp said.

“Really.”

“Yes. He bought Tommy the book you’re reading from.”

“I want him to get me a puppy,” Tommy said. “I asked for one for Christmas.”

“Your father doesn’t like dogs,” Mrs. Sharp said.

“But Placid likes them.”

“Uncle Placid,” Mrs. Sharp corrected.

“Does he have a dog?” asked Caldwell.

“No,” said Mrs. Sharp slowly. “When he was little, he found an abandoned puppy in the alley in front of our restaurant. It was dirty, half-starved and bleeding. He insisted on taking it in. They were practically inseparable after that. Only Alexander was run over the day we closed the restaurant.”

“Alexander?”

“That was the name of the dog.” Mrs. Sharp frowned. “I’m worried about him. He’s always so serious about everything. More serious than anyone ought to be. Sometimes I’m afraid he’ll get into terrible trouble.”

“What kind of trouble?” Caldwell asked.

Mrs. Sharp dismissed the thought with a gesture. “Oh, I don’t know. He’s such a child. It’s easy for him to get hurt. And disorganized. Let me show you something.” She got up from the table and took a slip of paper from the kitchen drawer. “I offered to do his laundry last time he was here. I found this in his pant pocket.”

She handed the paper to Caldwell. It was folded over twice. SSI stationery of the finest quality. She read silently:

Sometimes I view him, close by his bedside

Sometimes I watch from afar

Often I study his features in sunlight

His form by the light of a star.

Slowly he struggles, fighting for freedom

He has not the means to succeed

Born to be master, there’s no one to lead him

His virtue is tempered by need.

He does not slumber, though late is the hour

Battles his bonds, though useless his strife

His muscles convulse and great is his power

But ’tis I who have granted him life.

Sometimes I long still further to help him

Soon I repent; I have naught to give

Woe to the conquered, shame to the victim

Far better to live and let live.

The scrawl consisted of long thin letters. Caldwell swallowed. She remembered the surprising, familiar words among the pines; Eric’s telephone message: “I need your…”; Virtue Tempered by Need. I know what this poem is about, she thought. I know the victim. And he’s alive. He must be!

“Are you all right, Miss Grayne?”

She nodded. “May I keep this?” she asked. “I’m going to Estville. I can return it to Placid.”

Mrs. Sharp seemed confused. “Well, I suppose so.”

“Could I have his addresss?” She saw Tommy looking at her intently.

“I don’t have his address,” Mrs. Sharp said slowly.

Caldwell frowned. “Has he moved recently?”

“No … But since he came to Estville three years ago, he refuses to give me his address or phone number. He says he likes his privacy.”

*****

Hayley stepped into his office, unannounced. He looked up from the statement he’d been trying to draft all morning. The words would not come together properly. There was no smile on her lips; she was almost grave. She looked … intelligent was the only word that came to mind. Her ample blond hair fell freely to her shoulders. She wore no makeup. She looked healthy, powerful alive. Her expression was understanding edged with steel.

“What are you doing here?” he asked. He did not want to see her. He wished she would cease to exist.

“I came to talk about last night. You must neverinterfere with my business again.” The childish, gritty element in her voice was still there, but another dominated, clear and hard.

“Certainly,” he said dryly. “Shall I count you out of the proxy fight?”

She stamped her foot. Again he saw the two year old. “What does the takeover have to do with this?”

“Mr. Skinner is one of your …” He paused to find the right word. He did not find it. “Surely you’re not in a position to fight him.”

She shook her head, marveling. “He came to me as a customer last night. I provided him with a service. Would you have done differently?”

“I would tell him that we have a conflict of interest and suggest he find another attorney.”

She pouted. “That’s because you’re a lawyer. But it’s different with other professions. Doctors don’t turn away patients because they don’t like them. Father gave his products and services to anyone who would pay for them.”

He got up from the desk. He wanted her out. He would make her leave. “You gave yourself to Skinner …”

She laughed. “I didn’t give him anything. He paid for it.”

His hands went for her neck. He shook her. That she could do that to him … to Hannibal. “How could you …”

“Let go of me,” she said very quietly and distinctly. But there were tears in her eyes. His hands went limp. She was leaning against the door and he stood before her, motionless and empty.

“You’ve always had this problem,” her voice sounded at length, and it was hoarser than before. “You go around personifying people.” He did not understand. She was not making sense.

Hayley shook her locks. “You think Skinner is some kind of thinking, feeling creature. That he’s some kind of arch-enemy from a comic strip. Well, he’s not. He doesn’t know half the things you think he stands for. Sure, he tried to screw Fatheraround. Sure, he took advantage of his death. But he didn’t do it for the sake of the powers of evil. He doesn’t worship Satan in his spare time. He does it for himself – only himself. He doesn’t know half the things that are going on. He doesn’t know who Eric Band is, for instance. I checked.” She shifted her position. “Jimmy Skinner is just another guy trying to make it big, whichever way he can. Sure, he doesn’t have scruples about pulling a dirty trick every once in a while. But the only thing that separates him from all the other jerks is that he’s a little more successful.”

She tucked a lock of hair behind her ear. “Of course, we’ve got to fight him over the company. But not because he’s … an abomination. Because we count, and we’ve got to have things our way.”

“Your father …”

“My father,” she said angrily. “You both worshiphim so – you and Caldwell. It blinds you. He was a great man. But he wasn’t …” she searched for theword, “Zeus. You always act as though he did everything with a sweep of his arm. He had to pay for what he achieved. You’re upset because I sleptwith Skinner. Father sold him hisstock. I gave him the use of my body for a little while. Father gave him the means to control the corporation. Now tell me which of us is a greater prostitute?” Barman recoiled. She smiled. “What was it Father used to say? Pecunia non olet?” She waited for his response. But he said nothing.

He did not want her gone now. He did not know what he wanted. She turned to leave. “Skinner is more than you think,” he said quietly. “You shouldn’t take him so lightly.”

“Why not?”

The words were torn from him. “He killed your father!”

—–

(c) 1983, 1985, 2009 Aya Katz

About Aya Katz

Aya Katz is the administrator of Pubwages. When she is not busy administering, she sometimes also writes posts like a regular user.
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2 Responses to The Corporate Entity

  1. Look at the current banking crisis. The average person with savings isn’t ding anything to oversee his own bank.

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