Chapter 123

Phil’s respite from the worries in Los Angeles lasted until Monday morning. True to her word, Hailey found a way to keep his mind focused on other matters throughout Saturday and Sunday (as well as early Monday morning before work).

She was grinning happily as they crossed the street holding hands. Phil felt his phone buzz and extracted it from his suit jacket. He didn’t recognize the number but the area code was familiar. He just couldn’t remember from where.

“Where is the 212 area code?” he asked.

“New York City, I think,” Hailey answered as they entered the foyer of the Barton Building.

“Do we know anyone in New York?” Phil wondered. He had let the call go to voicemail because he wasn’t about to try to talk and walk at the same time. He had once walked into a tree on campus while trying to send a text to Hailey.

“I know some people but I’m not sure you do,” Hailey answered.

Phil gave her a questioning glance as they boarded the elevator. He would wait for an explanation before he checked the message.

“A couple of girls from my prep school headed there when we graduated,” Hailey said. “They thought they were going to hit it big on Broadway. They’re probably turning tricks for rent money by now.”

“That’s harsh,” Phil replied.

“But true,” Hailey answered with a shrug. “Are you going to check your message?”

“It’s probably just an actress trying to screw her way to Hollywood,” Phil answered with a wink. “I’ll wait until I’m alone.”

It earned him a solid elbow in the ribs. He kissed Hailey on the top of the head as the doors opened. Bonnie waved them over.

“Elizabeth has some things she wants you to start on,” Bonnie informed them as she passed across some file folders and a flash drive. “She has a breakfast meeting and won’t be in until after 10.”

“Sure,” Hailey said as she collected the offerings. Phil was left looking at his empty hands as Hailey opened their office door and headed in.

“I am completely superfluous,” he told Bonnie with a laugh. His laughter stopped when she only nodded. She remained impassive for a second before she started to laugh.

Hailey already had the flash drive plugged into her laptop and the folders spread across her desk when Phil made his way in.

“I didn’t get the impression Mom wanted things finished by the time she got here,” Phil remarked. “I think she just wants them started.”

Hailey gave him a quick glance and saw him standing beside her desk.

“Fine, I feel guilty about slipping away for a week,” she said. “And I’m feeling a bit insecure. My ignorance of Lambswool showed me how ill prepared I am for a lot of things. Then there is the fact that half the actresses in Hollywood would drop their panties for you in heartbeat.”

“Oh, please,” Phil said. He pushed aside one of the folders and sat on the corner of Hailey’s desk. “Look, the Lambswool thing is because I didn’t share it with you. I should have but I didn’t for the same reason that you’re feeling insecure. I wanted to prove that I could do things by myself. Well, I learned I can’t. I learned I’m a lot stronger when you’re right there with me. If I had filled you in on the details about Lambswool when I learned of them, together we might have found a way to stop my stupidity. Instead, I kept everything to myself and you see where that landed me.

“As far as the other thing, don’t worry about it. I’m not interested in anyone but you. Unless there is a Hailey Warren clone floating around out there, I’m not even going to give them a second glance – let alone give them the chance to drop any article of clothing near me. Neither of us is ready to tackle Barton Holdings right now. Not alone and not together. But we’re learning aspects of the job this summer. We’ll learn other aspects next summer and in the years after that. Mom might think she is going to leave in two or three years but I will not permit her to do that until I’m sure we’re ready. I’ve learned my lesson. I will not set you up to fail like I did myself. I promise.”

Hailey nodded and offered a grateful smile. Phil’s phone beeped again, the signal that he had a voicemail that he hadn’t listened to.

“Go and check your messages,” Hailey said, her smile widening. “I’ll be fine. I’m just glad you love me when I get a little psycho.”

“A little?” Phil replied with a wink. “Oh, sure, a little. That’s what it was. Please don’t kill me.”

Hailey threw her pen at him as he sat down at his desk. He caught it and blew her a kiss.

“Thanks,” he said. He pulled out a notepad and put his phone to his ear. Unlike Hailey, who took notes on a tablet or a laptop, Phil still used pen and paper.

Hailey watched his face go from questioning to irritated to perplexed as he listened to the message. He scratched a couple of things on the pad, crossed them out and wrote something else. He let out a long breath and stared at the paper when he’d set the phone down.

“Trouble?” Hailey asked.

“Not as such,” Phil answered. He was still looking at the paper so Hailey got up to see what was causing him stress.

“Who is Stan Balsam?” Hailey inquired when she looked at the name and phone number Phil had jotted down. The first number must have been the one that had registered on the phone because Phil had crossed it out and written a new number below it. She had seen him take messages often enough to know his system.

“He says he’s Randi Darby’s agent,” Phil answered.

“That’s Randi Raver’s real name,” Hailey informed him.

“Yeah, I know that,” he replied absently.

“What does he want?” Hailey tried.

“He said he wants to get a head-start on negotiations for the coming season,” Phil replied. “He was calling from his car as he was stuck in traffic so he wants me to call his office after 10. Shit. I can’t take time away from here to fuck with this. Mom expects me to actually put in honest labor for what she pays me. She would go ape-shit if she found out I was conducting personal business on Barton time.”

“She let you do it last week,” Hailey pointed out. Phil shook his head.

“I won’t get paid for last week,” Phil told her. He saw Hailey’s mouth drop so he continued quickly. “You will. You’re classified as a salaried employee because this is the second part of your internship. I’m being paid for 40 hours a week. The only thing I’ll be paid for is our trip to TravelCorp. Oh, and I’m making Mom pay me for having you drag me out to dinner with the Hansen sisters. I will not do that for free.”

Hailey was standing with her arms crossed. She knew Phil didn’t really need the money but she was irked that he hadn’t told her about this earlier.

“It was just the way we set things up,” Phil said with a shrug. “I knew there were going to be times this summer I didn’t want to be here. When we took a long weekend at the cabin, I didn’t get paid for that Friday. Have you not seen me drop my hours off to Bonnie before I leave on Fridays?”

“I didn’t know what they were,” Hailey admitted. “I thought it might be a love note to her or something. Why didn’t you tell me about this?”

Phil shrugged. He had no ready answer.

“Well, I guess the honest truth is because I couldn’t see how it was any of your business,” he replied. Hailey’s scowl deepened. “Seriously. How is my compensation arrangement your business?”

Hailey considered the question.

“I guess it really isn’t,” she agreed. “But you know about how I’m getting paid.”

“That’s because Mom explained it to me,” Phil told her. “Look, wage and hour laws don’t permit you to be a salaried employee. You have no direct supervisory duties. The only reason you are salary is because state and federal laws have an exemption for interns and work study students. That’s why Tiffany and Katelyn are salaried. Tiffany is getting class credit; Katelyn is getting tuition reimbursement. I get neither.”

“So why was it an issue?” Hailey asked. Phil’s explanation only showed her again how little she actually knew.

“I fall into a different exemption,” Phil told her. “I am, in name only, a member of the board of directors. Mom did that to lower the cost of health insurance on me and to permit me certain privileges like the ability to use company resources for personal projects and access to the building at any time. Because of that stipulation, I could be made a salaried employee. This is something you’ll learn in your Business Law class next semester. They will spend almost a month on the wage and hour laws. Federal law is pretty permissive about exempt and non-exempt employees. Molly, for instance, is in the same boat as the rest of you. She is exempt – that is the company is exempt from paying her overtime. It is called the ‘creative clause.’

“Under the constitution, federal law ordinarily trumps state law. That is, whatever the federal government sets as the foundation, the states must follow. Labor law is different. Federal labor law is only the framework. States may alter the law so long as it is more beneficial to the worker than federal law. It’s why the feds set the minimum wage at $7.25 an hour but our state can make us pay $9.25. Under federal guidelines, Bonnie – and you – could be salaried because you act as administrative assistants. Although you have no supervisory capacity – you do not directly oversee the work of a set number of people – you could be exempt because of the ‘clerical’ nature of your job. State law prohibits that. I’m not sure you know this but Bonnie isn’t actually employed by Barton Holdings.”

“What?” Hailey asked sharply.

“She is employed by my mother directly,” Phil explained. “She has a personal services contract with my mother. Mom pays her Social Security withholdings, her health insurance, all the stuff you see taken out of your paycheck. Barton does not pay Bonita Najera a single penny. It lets Mom pay her as a salaried employee. It is the same clause that lets some domestic servants be classified as salaried.”

“That seems shady,” Hailey noted. “It sounds like she expects Bonnie to be available 24 hours a day and seven days a week.”

“If that’s what Mom expected, I would agree,” Phil said, smiling slightly. “The personal services contract shields her from a host of things. For instance, the SEC could not subpoena Bonnie’s notes for an investigation. She would not be held liable for any illegal action Mom might commit that she knows about beforehand and doesn’t report. More importantly, no one can terminate Bonnie’s services. The board of directors, technically, could vote right now to drop you and me out on our asses. We’re what are known as ‘at-will employees.’ Everyone on the floors below us has some measure of protection but we don’t. In fact, Mom has no protection from a vote like that either.”

“So what keeps them from doing it?” Hailey asked.

“Ah, there is one small caveat that keeps us – and Mom – employed,” Phil said. “In order for the board to take action, every single person would have to agree.”

“And your Mother is on the board,” she said.

“Well, I wasn’t actually counting her,” Phil said. “She holds 50 percent of the votes. That is true. But if the rest of us band together, we could oust her.”

“Us?” Hailey asked.

“I told you I was technically a member,” Phil said. “I hold one vote. Madison and Danielle have two votes each. Grandpa and Grandma have five votes. Uncle Phil and Aunt Stephanie have five votes. Dad even had a vote until he gave it to me but I don’t think he’s ever used it. The board of directors would have to convince all of Mom’s relatives that she needed to be tossed for it to happen.”

“That makes sense,” Hailey said. “What happens when, say, you and I get married? Will I get a vote?”

“After a certain amount of time, you will,” Phil said. “Uh, we haven’t really discussed this but that is part of the prenuptial agreement. Sorry, I haven’t really broached that subject. I didn’t want to piss you off.”

“No, I expected there would be one,” Hailey said. “I understand its purpose and necessity. So how long will I have to wait?”

“That’s negotiable,” Phil said. “The standard is two years. I’ll permit you to cast my vote right now if it makes a difference to you. I’m sure Mom would offer you one of her votes, too.”

“No, I’m not worried about that,” Hailey said. “My biggest concern is how little I really know about the inner workings here. I didn’t know you were on the board of directors until a few minutes ago. Is that why you let me give the presentation to them earlier in the summer?”

“It had nothing to do with that,” Phil asserted. “I don’t vote unless there is a tie or if it is needed to create a tie. The only way there would be a tie is if Mom abstained and the rest of them were split against my family. We hold 75 of the 100 votes. The rest are split up by shares owned. I don’t really know the formula for that myself so I can’t explain it. My point is, I never mentioned it because it isn’t important. I don’t attend board meetings. Hell, I don’t even read the minutes of the board meetings. I give them to you and you tell me if I need to know anything.”

That caused Hailey to smile. She had asked Phil to see a copy while at school. Rather than print it out, he had contacted Bonnie and asked her to send his copy to Hailey’s email address. She realized that he hadn’t hidden anything from her. He simply didn’t care that he sat on the board of directors for a multi-national corporation.

“Sorry,” she said. “I guess it’s just more of my insecurity cropping up.”

“Hailey, you have to understand, there are things that I’ve grown used to that I never even think about,” Phil told her as he reached out for her hand. “It’s not that I don’t want you to know or think it isn’t your business to know. It’s that they rarely cross my mind and when they do, it is so fleeting that it’s gone as soon as it hits. The wage thing is one of them. I never mentioned it because it made no difference to me. The board thing is the same way. As time progresses, as we get more deeply involved in the company, there are going to be more things that crop up. If you see something or think of something, ask me about it. I can’t think of anything I wouldn’t be willing to share with you.”

The meeting with Elizabeth got started in good fashion. She noticed Hailey’s new pin when she gave her a hug and pulled away shaking her head.

“I’m surprised I didn’t get a call from the Air Marshals to come bail you two out of jail somewhere,” she said, gesturing to the pin and laughing.

“If you recognize it, you must have one yourself,” Phil replied with tilted eyebrows. Beth rolled her eyes and looked away.

“So, how far have you gotten on the Millander proposal?” she asked.

Phil let Hailey take center stage. They had worked on the report for only a few minutes but Hailey seemed to have a grasp on the merger plan.

“It has some flaws,” Hailey said. “Without digging too deeply, they’re asking us to assume an awful lot of their debt. There might be reasons buried in the legalese but on the surface, it doesn’t make sense. If they want us to assume that much debt, they have to come down on the asking price by a considerable margin – I’m talking perhaps as much as $50 million.”