A common complaint these days concerns Main Street's absence from the regulatory debate under way between Wall Street and Washington. But that's hardly the case at the federal courthouse on 500 Pearl St. in New York.
Here, on the 14th floor inside the chambers of U.S. District Judge Jed S. Rakoff, a jury presides over Terra Firma Capital Partners Ltd. versus Citigroup Inc. And, of its nine members, there's not a Wall Street suit among them. Nor even, it would seem, an Upper East Side sensibility.
If anything, the jury appears Upper West Side eclectic. Or, if not exactly that, it projects a blue-collar earnestness and a collective amicability more commonly seen in boroughs other than Manhattan.
Their vocations, which range from doorman to charity worker to legal secretary, are a far cry from those on display under testimony. Yet, if the trial goes to term, the verdict reached by these jurors will redefine the careers of the big shots they've been summoned to adjudicate.
For those who don't know the backstory, one of the big shots is private equity player Guy Hands, whose London-based Terra Firma won EMI Group plc at auction in May 2007. The other is investment banker David Wormsley, who as Citi's London-based rainmaker on the EMI deal allegedly goaded Terra Firma into paying double what Hands now believes the U.K. record company is worth.
That Hands and Wormsley were once high-flying friends who used to hunt together on Hands' Italian estate gives the trial more texture than your standard deal-gone-bad story. So do their high-profile attorneys: David Boies of Boies, Schiller & Flexner LLP, whom The Independent in London designates "America's most famous litigator," represents Hands and Terra Firma; Ted Wells of Paul, Weiss, Rifkind, Wharton & Garrison LLP advocates just as masterfully for Wormsley and Citi.
Fears that the jurors might not grasp the trial's dealmaking intricacies emerged at the get-go. But the judge quickly doused them by identifying himself as "a huge fan of the jury system." Most cases boil down to "credibility contests," Rakoff explained, thus rendering "everyday folks with everyday experience" perfectly suitable to make such deliberations.
Last week, the second in a trial expected to last at least three, the judge returned to the subject. Having since had days to observe the case's jurors "very carefully," he said, "they have been all very, very focused on all the testimony, all the exhibits. So any doubts on that subject, which I think were previously put to rest, in any event have totally now been put to rest."
The jurors, in fact, are holding up better than some of the trial's spectators. Hands bears a passing resemblance to Austin Powers, dressed not as an international man of mystery but as a City executive. He might have become an actor, too, were it not for his dyslexia, a learning disorder, and his dyspraxia, a motor disorder. And while his recounting of the afflictions elicits sympathy, it also conveniently explains his lacking "notes" about being duped by the banker he considered his friend.
Wormsley, for his part, appears as tight with words as banks were with TARP money. Even early into his time on the stand, the defendant's refrain that he talked only about the "financing" of EMI during critical phone calls with Hands -- rather than such urgencies as what price Terra Firma had to pay, when to pay it and whom that price had to beat -- promises to get as wearisome as Hands' repeated claims of being deceived.
The legal tedium does not detract from the trial's import, however. Whatever the jury determines will be writ large -- and should be writ large -- for dealmakers of all stripes.
That is, if the jury decides for the plaintiff, the dealmaking community must reorganize itself away from the conflicts of interest so manifest in Terra Firma v. Citi. It must also establish protocols that limit lies, hyperbole and even innocent misrepresentation between bankers and clients.
And if the jury decides for the defendant, auction participants must recognize their world as having become even more caveat emptor. Whatever bids they submit should reflect only where due diligence takes them and deflect any sort of deal deadline hearsay.
Either way, the outcome is too important to be left to Wall Street or to Washington. It belongs where it is: right here on Main Street.
Richard Morgan covers media for The Deal magazine.