There was nothing inherently illegal about being a nominee, as long as the appropriate taxes were being paid and the nominee arrangement didn’t violate any securities laws. In fact, the use of nominees was prevalent on Wall Street, with big players using them to build stock positions in a company without alerting other investors. And as long as you didn’t acquire more than five percent of any one company—at which point you’d be required to file a 13D disclosing your ownership and intentions—it was all perfectly legal.
But the way we were using nominees—to secretly buy large blocks of Stratton new issues—violated so many securities laws that the SEC was trying to invent new ones to stop us. The problem was that the laws currently on the books had more holes than Swiss cheese. Of course, we weren’t the only ones on Wall Street taking advantage of this; in fact, everyone was. It was just that we were doing it with a bit more panache—and brazenness.
I said to Danny, “I understand he’s your rathole, but controlling people with money isn’t as easy as it seems. Trust me on that. I’ve been doing it longer than you. It’s more about managing your rathole’s future expectations and less about what you’ve made him in the past. Yesterday’s profits are yesterday’s news, and, if anything, they work against you. People don’t like feeling indebted to someone, especially a close friend. So after a while your ratholes start resenting you. I’ve already lost a few friends that way. You will too; just give it some time. Anyway, the point I’m trying to make is that friendships bought with money don’t last very long, and the same goes with loyalty. That’s why old friends like Wigwam are priceless around here. You can’t buy loyalty like that; you know what I’m saying?”
Danny nodded. “Yeah, and that’s what I have with Steve.”
I nodded sadly. “Don’t get me wrong, I’m not trying to belittle your relationship with Steve. But we’re talking about eight million bucks here, on the low side. Depending on what happens with the company, it could be ten times that.” I shrugged. “Who really knows what’s gonna happen? I don’t have a crystal ball in my pocket—although I do have six Ludes there, and I’ll gladly split them with you after the market closes!” I raised my eyebrows three times in rapid succession.
Danny smiled and gave me the thumbs-up sign. “I’m in like Flynn!”
I nodded. “Anyway—in all seriousness—I
will
tell you that I got a really good feeling about this one. I think this company’s got a shot of hitting it out of the park. And if it does, we have two million shares. So do the math, pal: At a hundred bucks a share that’s two hundred million bucks. And that kind of money makes people do strange things. Not just Steve Madden.”
Danny nodded and said, “I understand what you’re saying, and there’s no doubt that you’re the master at this stuff. But I’m telling you, Steve is loyal. The only problem is how to get that kind of money from him. He’s a slow payer as it is.”
It was a valid point. One of the problems with ratholes was figuring out how to generate cash without raising any red flags. It was easier said than done, especially when the numbers went into the millions. “There are ways,” I said confidently. “We could work some of it out with some sort of consulting contract, but if the numbers go into the tens of millions we’ll have to consider doing something with our Swiss accounts, although I’d like to keep that under wraps as much as possible. Anyway, the way things are going we have bigger issues than just Steve Madden Shoes—like the fifteen other companies in the pipeline just like Madden. And if I’m having trouble trusting Steve, well, most of the people I hardly even know.”
Danny said, “Just tell me what you want me to do with Steve and I’ll get it done. But I’m still telling you that you don’t need to worry
But the way we were using nominees—to secretly buy large blocks of Stratton new issues—violated so many securities laws that the SEC was trying to invent new ones to stop us. The problem was that the laws currently on the books had more holes than Swiss cheese. Of course, we weren’t the only ones on Wall Street taking advantage of this; in fact, everyone was. It was just that we were doing it with a bit more panache—and brazenness.
I said to Danny, “I understand he’s your rathole, but controlling people with money isn’t as easy as it seems. Trust me on that. I’ve been doing it longer than you. It’s more about managing your rathole’s future expectations and less about what you’ve made him in the past. Yesterday’s profits are yesterday’s news, and, if anything, they work against you. People don’t like feeling indebted to someone, especially a close friend. So after a while your ratholes start resenting you. I’ve already lost a few friends that way. You will too; just give it some time. Anyway, the point I’m trying to make is that friendships bought with money don’t last very long, and the same goes with loyalty. That’s why old friends like Wigwam are priceless around here. You can’t buy loyalty like that; you know what I’m saying?”
Danny nodded. “Yeah, and that’s what I have with Steve.”
I nodded sadly. “Don’t get me wrong, I’m not trying to belittle your relationship with Steve. But we’re talking about eight million bucks here, on the low side. Depending on what happens with the company, it could be ten times that.” I shrugged. “Who really knows what’s gonna happen? I don’t have a crystal ball in my pocket—although I do have six Ludes there, and I’ll gladly split them with you after the market closes!” I raised my eyebrows three times in rapid succession.
Danny smiled and gave me the thumbs-up sign. “I’m in like Flynn!”
I nodded. “Anyway—in all seriousness—I
will
tell you that I got a really good feeling about this one. I think this company’s got a shot of hitting it out of the park. And if it does, we have two million shares. So do the math, pal: At a hundred bucks a share that’s two hundred million bucks. And that kind of money makes people do strange things. Not just Steve Madden.”
Danny nodded and said, “I understand what you’re saying, and there’s no doubt that you’re the master at this stuff. But I’m telling you, Steve is loyal. The only problem is how to get that kind of money from him. He’s a slow payer as it is.”
It was a valid point. One of the problems with ratholes was figuring out how to generate cash without raising any red flags. It was easier said than done, especially when the numbers went into the millions. “There are ways,” I said confidently. “We could work some of it out with some sort of consulting contract, but if the numbers go into the tens of millions we’ll have to consider doing something with our Swiss accounts, although I’d like to keep that under wraps as much as possible. Anyway, the way things are going we have bigger issues than just Steve Madden Shoes—like the fifteen other companies in the pipeline just like Madden. And if I’m having trouble trusting Steve, well, most of the people I hardly even know.”
Danny said, “Just tell me what you want me to do with Steve and I’ll get it done. But I’m still telling you that you don’t need to worry
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