Chapter 8: Preparing to Start

Wednesday, November 8, 2028...

Victor Charles, Harry Slaughter, and I were in one of Charles & Associates’ small conference rooms. We were ready to discuss what needed to be done to set up my collaboration, so Vic and Harry could present a successful defense when the collaboration was sued.

Vic said, “I’ve briefed Harry on what we discussed last Friday, Carl. He and I have several suggestions on how you should structure these five businesses. During our last meeting, I said we would also discuss defense strategy, but Harry and I decided the business’s eventual structure will determine the details of the defense we will present. So for now, the specifics of our defense strategy will have to wait.”

“Alright, Vic, that makes sense to me. What did you have in mind for the businesses?”

Vic glanced at Harry and nodded. Harry said, “Vic told me what you said in last week’s meeting. However, I want to start a fresh discussion, although Vic and I have integrated what you told him into the suggestions and plans we came up with.

“I don’t see any problems with the R and W group’s structure, for it will basically be a company that writes for hire. The group will enter into a contract with SIMC to research and write specific articles. The contract will need to state the articles are to describe how the personal lives, opinions, and beliefs of the listed media outlet’s personnel affects the content of the articles the media outlet publishes. The contract will identify specific people an alphabetic list of the people without identifying their positions within the media outlet. You don’t want to appear to focus on one person more than the others in writing.

“The R and W group should not have any serious legal difficulty if they stay within the limits of the contract. That will be true as long as the individuals who research and write the articles do not have any personal animosity toward the individuals or the media outlet specified in the contract.

“The three newspapers are fairly straight forward operations. They buy the articles they publish, insert the articles into their newspapers, and handle the readers’ responses to the articles published. I don’t see a problem with them or their activities; although the lack of employees to perform the normal newspaper functions is a little troubling. Their reliance on SIMC to provide support is a good concept, but it also establishes a collaborative business relationship, which will probably create problems for us. I’ll come back to this in a moment. The contracts that the newspapers put out to SIMC will be basically the same as the ones the R and W group executes with the difference of who is issuing the contract and who is executing it.

“There is a small problem with the filings Bill Nobel made to the state, when he set up SIMC and The Rattler; but, we can easily resolve that problem. Part of the Entity Information he provided to California in setting up the two companies required him to list a minimum of three board members for each business. Both companies list Steve, Karen, and you as the members of the Board of Directors for both companies. That would provide the plaintiff’s lawyers with cause to claim collusion. We will have to refile the appropriate forms naming you and two other people to SIMC’s Board of Directors.

“As you know, Carl, a Business Plan describes how a business is to be organized and run. You created Business Plans for SIMC and The Rattler, but their role in the business structure you are establishing has changed from what you described in the Business Plans. You need to update the Business Plans to reflect your current structure. Delete all electronic files that contain the current Business Plan and destroy any hardcopy of the plan that you may have printed.

“You need to create new electronic files for the new Business Plans. Everything in the current plans relating to SIMC managing The Rattler has to be totally deleted and destroyed. You can copy and paste from the old files, but whatever you do don’t just rename the current file.”

“Okay, Harry, but it wouldn’t it be far simpler to keep the old file and just delete the content that no longer applies?”

“No, keeping the old file has caused difficulties for some of our clients in the past, Carl.

“I suspect you do most of your work at home on a desktop computer. Does your computer have a regular hard drive that has spinning platters or a solid state hard drive?”

“I can hear the disk spinning when I start the computer, so I must have a regular hard drive. Why?”

“I’m not an expert in computer security, Carl, but a number of our clients have had big problems with computer security. There are three key things you need to be aware of:

1. When you delete a file the file’s data is not deleted from the computer’s hard disk. There are file recovery programs that can be used to restore a deleted file, but the file’s recovery is based on the deleted file’s data not being overwritten before the file recovery is attempted.

2. A forensic computer analyst can recover data from a regular hard drive that was deleted years ago. If something is ever written to your computer’s hard drive, Carl, then it may be possible to recover it. For instance, Vic asked you to prepare a journal for our use, and he told you to save it off to a USB thumb drive. Vic is not as familiar with computer security as I am, so he probably didn’t think of it at the time. What he should have told you to do is to prepare the journal using a computer other than yours. The best thing we can do at this point is replace your current hard drive and destroy it.”

3. Some word processing programs retain all the edits that you make to the file since you first created it. Those edits can be undeleted and read. If you sent something like an edited Word file to someone, they can undelete your deletions and read everything that you said in the file. This happened to a few of our clients and it was very embarrassing for them. They had a habit of venting their anger in letters they intended to send to the person they were angry at, and they deleted the inappropriate comments before they sent the letter to the recipient as a Word file. When the recipient opened the Word file, they used Word’s Undo function to restore and read the deleted comments.

“Isn’t that a bit of overkill, Harry?”

“Yes, it probably is, Carl. However, Vic and I would rather be safe than sorry. Solid State Drive devices, which are commonly called SSD devices, first hit the market place about twenty years ago. Their main use was in ultra-thin devices like laptops, notebooks, tablets, and IPADs. The cost of SSD technology back then was about four times the cost of a regular hard drive and the SSD devices’ storage size was very limited. Today, SSD devices are very affordable and you can buy high-capacity SSD devices at almost any computer store.

“Many computer manufactures still install the regular hard drives to keep the price of their product down. Since SSD technology has come down in price, it may be advisable to equip all five companies’ computers with SSD devices. That may be a little pricey for the servers, so regular hard drives may suffice for just storage and backup purposes as long as sensitive data isn’t saved to a server.

“Getting back to your Business Plan, you described SIMC’s purpose as managing your investments and businesses. I don’t see SIMC managing investments in the new business structure and SIMC has no businesses to manage. This current Business Plan could be used against you by a plaintiff’s lawyer, so you need to revise it and destroy the old copies.

“You need to expand SIMC to add an investment management function or revise the Business Plan to remove the investment management function. It also describes SIMC as managing other companies, and you currently have no other companies to manage other than The Rattler. I’m glad you mentioned you were considering selling The Rattler, for we need to end any ownership links between you and The Rattler. So that part of the Business Plan has to be updated to delete specific mention of The Rattler as your company; unless of course, you want to divest yourself of SIMC.

“I know Vic mentioned that you will be investing a large portion of the money that you won. However, it sort of sounded to Vic like you intend to invest all of the money through Bob Thompson. Is that correct?”

“Yes, investing a large portion of the money through Bob was part of my plan. The other part was to invest a portion of the money myself, by creating The Rattler and SIMC. I also have an idea for creating a Real Estate Investment Company. I haven’t gotten around to doing that, but I intend for SIMC be a holding company that monitors my investments and manages my businesses. My plans have changed slightly, but that is still my general intent.”

“I think you need to create that real estate investment company; at least on paper, and preferably to the point where it is investing in real estate. You won’t need to put in a lot of effort and money, but it will support the image we want you to create for SIMC. While you are at it, create a business to handle all of the interface activities with the three newspapers and the R and W company.”

Vic was smiling and nodding his head in agreement, so I said, “Alright. That seems reasonable and it will give me something to do in addition to my consulting with the owners of the other four businesses.”

“Just to clarify things, do you have any investment management activities or businesses for SIMC to manage, Carl?”

“Not yet, but I will in the future.”

“Fine! For now, our recommendation is to delete mention of The Rattler as a business partner from SIMC’s Business Plan, and replace it with a carefully phrased description of the way SIMC will do business with the other four companies. We will help you write that description.”

Harry said, “Let’s talk about the relationship between the five businesses. This is a good lead-in to us discussing that collaboration issue.

“Carl, you said The Rattler’s editorial policy is going to be the newspaper providing a public service. The reporters and average people you meet are going to ask you how the five companies formed a collaborative effort to accomplish this public service. What are you going to tell them that won’t look like the five of you are conducting a vendetta?”

“Ahh ... I’m not sure.”

“That is what Vic and I thought. The three of us need to work with you and the other four business owners to create an explanation of how the five of you met, why the group decided to work together to combat invasion of privacy, and how the five of you set up separate businesses that support each other. The explanation will need to include an explanation of how four people with limited funds were able to create their businesses.

“Vic and I believe the explanation should describe your utilizing your winnings as the source of their capital without it looking as if you have any ownership of the other four businesses. We have a few ideas on that, Carl, but we need to flesh them out and go over them before any further businesses are set up. What we are thinking of is you making the other four people long-term loans. We will draw up contracts to that effect, and that is how the four of them will be able to finance their businesses.

“In the case of The Rattler, you mentioned thinking of selling The Rattler and just keeping SIMC. We think you need to do that. By picking someone and selling them your business you will break your SIMC ties to control over what is published. If that link remains, you may have difficulty with a charge of collusion or conspiracy with the other owners.

“Vic and I have also discussed your thought of The Rattler and other two papers as doing a public service. We don’t see any serious problem with doing that. However, as I said, you and the other four people are going to be asked how you came to start the businesses, and that is where your collaboration could get itself in trouble. The Plaintiff’s lawyer will know about you being harassed by the media and their invading your privacy. Feelings of anger about that type of thing are a normal human reaction. If you try to deny that you had feelings of anger about them invading your privacy or if you try to ignore those feelings, it will look like you are lying or hiding something. We want the jury to sympathize with you about those events, and we need them to believe you are telling them the whole truth. That also applies to the other four people. The five of you are going to have to create individual explanations for why each of you joined the collaboration and how the five of you created your collaboration. Most importantly, the five descriptions cannot be the same for people normally describe the same event differently.

“Therefore, Vic and I have put together a scenario for you to use to describe how your anger at having your privacy invaded caused you to think about the media’s habit of invading other peoples’ privacy. The scenario will have you explaining that it is your belief that all people have the right to keep their personal lives private. You will then explain that your personal experiences made you realize that the owners and people who work for the media outlets are hateful people who print articles about other peoples’ privacy and allow their personal opinions and beliefs to color the articles that are printed. Then you will go on to explain in depth that these hateful people let their distorted beliefs and opinions influence them into using personal information in their articles in a negative fashion that hurts innocent people who just want to be left alone. At this point, you will explain that you realized the public needed to be more aware of what motivates the owners and writers to publish these types of harmful articles. Therefore, you decided to form your collaboration and provide the public with real-life examples of how the past lives of the owner and the staff of media outlets affect what the articles say. We need a reason why the public needs to be aware of the motivations, but creating a good reason can wait.”

Vic interrupted Harry, and asked, “Do you understand what we are trying to do, Carl?”

“Yes, it seems like you want me to direct peoples’ attention away from my wanting to just hit back, and describe my personal experiences with the media as the motivation that led me to realize the true nature of the problem and led me to wanting to put a stop to the media’s improper actions and inappropriate articles.”

“He’s got it, Harry. Now we need to work with Carl on creating a script using his own words to describe the bulleted items that make up our scenario. Then we will work with him until he can spout his script in a smooth, comfortable, and believable manner. We will need to put together similar scenarios tailored to each of the other four people, and rehearse their presentations.

“Here’s a copy of the scenario we created, Carl. The first thing you need to do is to convert our bullet points into a script that you will be comfortable delivering. It needs to be your thoughts in your own words. Then, once Harry and I agree with what you write, you will need to read it out loud and memorize it. You will have to stand in front of the mirror repeating it until it becomes second nature to you. You will have to run through your script every time someone asks you why you started the collaboration. It won’t matter who asks you, give everyone your explanation, and don’t deviate too far from the basic outline. Harry and I want that story to be part of the conglomerate’s history. Don’t worry if you word it differently during each retelling, it’s the basic information that is important. Once you get the basics down, minor variations will be a good thing. Minor variations in what you tell people will keep it from sounding like you are reading a script. It would be ideal if you were to come to believe that your script is what actually happened. Forget the reasons behind your revenge motive, and work on accepting the scenario as your current motivation for going after the media.”

“Well, what about a description of how we formed our collaboration?”

Harry said, “You told Vic you selected two of the other business owners. We need to talk with the three of you before you select the other two. What the five of us will do is take how the three of you actually met and give reality a slight twist. That should give you a believable story. The more independent corroboration of the story’s details the better. So, just how did the three of you meet?”

“Now that you mentioned it, Harry, I have that diary Vic asked me to prepare. The whole story of how we met and what we have done since, is written down there. Basically, I met Steve in the Lottery Office when I submitted my ticket. We met afterward for coffee, and then he, his wife Karen, and I had dinner together. We talked about me starting The Rattler, and I suggested they think about coming to work for me. The three of us have been working toward that goal ever since.”

“Did anyone see the two of you at the Lottery office?”

“Well, Yes. There were several reporters waiting for me to show up, so they could interview me. Steve used to be their boss, and two of them came over and talked with him, while I stood with them. It was just a few minutes later that they realized I was the winner they were waiting for, so I think they will recall the two of us being together.”

“What about where you had coffee and dinner?”

“I don’t think we stood out at either place, Harry. However, I charged dinner to my credit card, so that would be some substantiation. Oh yeah, one other item. I had dinner with Steve, Karen, and their three daughters the next day. We discussed my starting The Rattler and Steve and Karen coming to work for me.”

“Okay, Carl, I got the basics and we can work with that. We will stick with what actually happened up to now. From this point on what you need to do is talk with Steve and Karen with their daughters present about how the scope of the work is going to be too big for one person to manage. You will describe the current business structure and suggest that Steve and Karen each become an owner of a newspaper. It would be good if they agreed in front of their daughters. However, it is more likely for them to be reluctant or want to think about it. But that is okay for it is a normal reaction to a big decision. After their daughters leave, you can fill them in on why they need to accept your offer.”

Vic said, “While Harry and I were talking, we thought of a few related items that you need to think about, Carl.

“In our first meeting, you described buying a home, constructing a building on the property for use as your headquarters, and setting up a security force. After discussing your intent, we think that this will cause you a variety of problems.

“Harry told me about the problems a wealthy friend of his experienced when he located his business on his property. He had purchased a large home similar to what you are planning to buy in a neighborhood of similar-sized properties. He only employed about eight people in the business, so he converted one of the larger buildings on the property for the use of his business.

“When his wealthy neighbors learned that he was operating a business in their community, they became very upset and angry, and they complained to him. The neighbors found out that the local zoning codes allowed the type of business Harry’s friend was operating, so they couldn’t force him to close the business. Instead, they started a harassment campaign. The neighbors were long-time residents with local political contacts. The police started stopping the friend’s employees for safety checks while they were driving to work through the area. His neighbors complained about the noise and the odors they claimed where coming from his property. After six months of being harassed, the guy sold his home and moved to a different town.

“We suspect that considering the size of the business you intend to run, you will have similar problems. So what we suggest is that you lease or purchase two small commercial properties with suitable office space for your activities; one for the R and W group and one for the newspapers and SIMC.”

“I think you are right about that, Vic. The properties I am thinking of buying are in a residential area like you described. I hadn’t thought about how the neighbors might react to my businesses being in their neighborhood. The two properties I found have more land than I need if I don’t co-locate the businesses there. I suppose it’s back to work looking at homes, but first I’ll find the commercial buildings. Then I can check around for a suitable residential property. I assume you recommend two buildings to physically separate the writing activities from the publishing activities.”

“Yes, if you prefer you could collocate SIMC with the R and W group, but this arrangement seems like it will be best for your support activities. My next item was more appropriate if you decided to go with your original plan, Carl, but I will cover it briefly anyway since it might be good for you to know.

“You were planning to have a single security group provide both Personal and Corporate Security. That would be a bad idea for they require two very different approaches to security. While the threats are similar, what works for your personal security won’t be right for business security, and vice a versa.”

After the three of us discussed the differences between the two types of security needs and approaches, Vic said, “That covers our initial list of things that need to be addressed, Carl. I have been making two lists of action items. One for Harry and I to address, and here is your list of action items.”

Vic handed me a sheet of paper with a list of things I needed to do. The list included:

1. Create a real estate investment company.

2. Think about how to explain the five of you forming your collaboration.

3. Create the script for how you went from an angry man to a man dedicated to performing a public service.

4. Buy two commercial properties for the five businesses.

5. Establish separate security arrangements for business and personal needs.

Vic’s bulleted items were self-explanatory and they didn’t need further discussion with Vic and Harry. Before I left, I discussed Vic and Harry attending a meeting I planned to hold after I received my lottery winnings. It would be sort of a kick-off meeting combined with a final review of my plans. Then I could put everyone into motion to carry out the plans. I just didn’t have a good time and date for that meeting.

After leaving, I sorted out which items needed to be done first and which could be deferred for a while. I had to get it all done before The Rattler went to press with its first article, which probably wouldn’t happen for at least a year at this rate.

Tuesday, November 14, 2028...

I just finished eating a late lunch when the phone rang and I answered it.

“Good afternoon. Is Mr. Carl Simmons available?”

“Yes, that’s me.”

“Mr. Simmons, this is Carol Chandler with the Lottery Office on Ruffin Road. I was asked to let you know that the check for your winnings is ready for pick up. My supervisor, Mr. Alan Chin, was wondering if you would like to pick your check up ... today.

“There have been no reporters here for several days, and he thinks both you and he would enjoy not going through the type of thing that happened when you submitted your ticket. If you decide to wait, he thinks word will leak out and we will be mobbed by reporters wanting to interview you.”