Due Diligence: A Thriller

by Jonathan Rush

  “Any word from CEO Michael Wilson?”

  “Officially, Dave, all we have is the statement from Ms. Rubin. Michael Wilson himself has been unavailable for comment. However, we are hearing rumors that Lyall Gelb, the CFO whose death has just been announced, has left a note to the Securities and Exchange Commission. Dave.”

  “Any idea what’s in that note?”

  “I’m afraid not. And I should stress that the existence of this note is just a rumor at this stage, Dave.”

  “Well, as we just heard, the latest from BritEnergy is that Louisiana Light’s bid remains under consideration. That does sound as if they have their concerns as well. Dana?”

  “As I said, Dave, no official word from the company on that yet. But the apparent suicide of the chief financial officer only hours after these allegations surfaced doesn’t look good. Dave.”

  “Where there’s smoke there’s fire?”

  “Time will tell, Dave.”

  “That was Dana Feldman in Baton Rouge. And we’ll keep you up to date with that breaking story. In other business news, pharmaceutical giant Arena today announced the withdrawal of their blood pressure drug Elevestar after persistent concerns…”

  Rob turned away.

  Emmy was watching him. “You’re a TV star.”

  “Doesn’t feel like it,” he said wearily.

  “That suicide? That was because of this?”

  Rob nodded. A family man, the reporter had said. A family man. What must that family be going through?

  They headed for the exit. Across the concourse, Lyall Gelb’s face flashed up on another screen. People went past, ignoring it. Just another face on another TV screen. Here today, thought Rob, gone tomorrow.

  65

  Rob had never been in the Captain’s office before. It wasn’t a place analysts went.

  It had been ten days since he and Emmy came back from London. They arrived to find her apartment a crime scene and two detectives with a lot of questions. And a mom with even more. But things soon became clearer. Nabandian and Engels hadn’t recognized the man they shot dead in Emmy’s bedroom, but they recognized the man on the footage shot inside the Raleigh Room in London. So did just about every other detective in New York. They had already discovered that the man they had killed was one of the Prinzis’ foot soldiers. Now it was obvious that the Prinzis themselves were involved.

  When questioned, Mike Wilson denied all knowledge. He admitted that he had borrowed money from Tony Prinzi. He admitted that he was in debt to him, that he had spoken with him by phone on a number of occasions, that he may even have mentioned Robert Holding’s name as the person who was leaking information to the press. But he denied that he knew anything about murder. Perhaps, he offered, when Prinzi discovered that Robert Holding was about to scupper the BritEnergy acquisition, the gangster had concluded that he wouldn’t get the money owed him if Holding succeeded and had decided to eliminate the threat. The police were fairly certain that Wilson was lying. But since Tony Prinzi was hardly likely to come forward to refute the story, and since Nick Prinzi was hardly likely to be more forthcoming, they didn’t know if they could make a murder charge against Mike Wilson stick. But given time, they knew, Wilson would probably figure out that his best option was to make some kind of charge stick himself. If the Prinzis could find a way to get to him, he was a dead man. There was no way to grant him witness protection unless he provided testimony, which meant he would have to incriminate himself. But witness protection was unlikely to work for a semipublic figure like Mike Wilson, whose face had been all over the media since the announcement fiasco and probably would be for some time to come. One way or another, if he didn’t go to jail, the Prinzis would get him. For the foreseeable future, unless he had the money to hire a small army to protect him, the only safe place for Mike Wilson was in a high-security penitentiary.

  His lawyer had asked for police protection on his behalf, which the DA had arranged while Wilson figured all this out for himself. In any event, he was almost certain to end up in jail for his financial crimes. At the moment he was denying any knowledge of Lyall Gelb’s activities, which were being discovered on a daily basis by a team of external auditors. The collapse in the Louisiana Light share price after the announcement and Gelb’s suicide had triggered a cascading call-in of its loans. Rumors about the company’s finances started to leak. It had taken all of four days for Louisiana Light to be forced to file for Chapter 11 bankruptcy. But no one who knew the way Louisiana Light operated believed for a moment that Lyall Gelb could have done these things under the radar. Nothing that happened in Louisiana Light happened without the say-so of Mike Wilson. It was only a matter of time until the evidence was unearthed.

  Rob followed it in the newspapers, like anyone else. His knowledge of the financial wizardry of Lyall Gelb had been limited to two words, Grogon and ExPar, and those were soon communicated to the police. Lou Caplan, the head of Dyson Whitney legal, had left a message on his cell phone by the time he landed back from London, asking him to call him as soon as he could. He went into Dyson Whitney to meet him. People stared at him. A hush fell wherever he walked. Caplan and another lawyer said they were carrying out an internal investigation and asked him to give an account of Project 40. They asked him specifically if he had ever raised any concerns with his superiors. They took notes. At the end of the session they cautioned him about his contractual responsibility to maintain confidentiality regarding anything related to Dyson Whitney and gave him a copy of his contract, with the relevant clauses highlighted, in case he had needed reminding. Then they said they would be in touch. He wasn’t being suspended, there just wasn’t any work for him. He would continue to be paid. He wasn’t expected to come into the office until he heard from them.

  So he stayed away, making his own plans, talking them over with Emmy, making phone calls, going to meet people, and waiting to see what Dyson Whitney would do next.

  And then the call came to ask him to come to the Captain’s office at eleven o’clock on that Monday morning, ten days after everything blew up. Caplan said he could bring an attorney with him.

  It was a corner office overlooking Forty-fifth and Sixth. Lou Caplan and Frank Nardini, head of mergers and acquisitions, were there with Browning. They sat at a meeting table, Caplan, Browning, and Nardini on one side, Rob on the other. He had foregone the attorney. He’d see where this went. If he needed one, he’d get one later.

  “Well,” said the Captain. “So you’re Mr. Holding.”

  Rob watched him.

  “Congratulations. You’ve shown remarkable determination in…”

  “Surviving?” said Rob.

  Browning smiled. “Actually, I was about to say in knowing what’s right and sticking to your guns. A dishonest client’s a bad client, for Dyson Whitney, for any bank. The bank needs people like you who are prepared to question a client’s honesty and do what needs to be done. We need more people just like you, Rob.”

  Rob looked at him in surprise.

  “Unfortunately,” continued Browning, “the bank also needs people who other people want to work with. I don’t think you fall into that category.”

  “Bernard Fischer has been trying to staff you in the last few days,” said Nardini, “and to be frank, Rob, you’re not high on the list.”

  “As you know,” said Browning, “you only succeed at an investment bank if people want to work with you. At your level, that’s how you get your utilization. You don’t get your utilization…” Browning shrugged. “You’re out. It’s the same for everyone.”

  “So you’re terminating me?” said Rob. “Is that what you’re saying?”

  “No,” said Caplan hurriedly, “we’re not terminating you. Absolutely not. If you want to stay at the firm, that’s your decision. It’s the same deal as when you joined us three months ago. If you can get your utilization, you succeed.”

  “We’re just saying that’s not very likely,” said Nardini. “We think it’s best to be frank.
”

  “We could terminate you,” said Browning. “Your actions constituted an outright breach of your confidentiality commitments both to Dyson Whitney and to your client, and under normal circumstances that would be grounds of instant dismissal, isn’t that right, Lou?”

  Caplan nodded.

  “But we recognize there was a strong public interest argument in favor of what you did. And we accept that you first tried to use the normal internal channels to raise these issues, and in this case the channels were blocked. Our internal investigation has shown that, and as you’ll have seen, we’ve been totally up front and transparent with the press. When there’s a problem at Dyson Whitney we’re the first to raise our hands. We had two bad apples and we’re big enough to admit it.”

  Rob had seen the results of that so-called transparency. The internal investigation had taken all of about two days, and the reports in the media, while praising Rob by name for his honesty and determination, attributed Dyson Whitney’s involvement in the affair to two rogue executives who had wilfully ignored company policy on dealing with concerns.

  “As you know, Rob, Peter Stanzy and Philip Menendez have both decided to leave to pursue other opportunities. We want you to be confident that these problems are not systemic at Dyson Whitney. They’re not part of the culture. It was the two individuals concerned, a pair of rogue individuals, that were responsible.”

  “Our investigation showed that very clearly,” said Caplan.

  Nardini nodded.

  There was silence. The three men looked at him.

  “We’re not terminating you,” said Caplan again. “I want to make that clear.”

  “It’s clear,” said Rob. Something else was going on here. He waited.

  “Like Lou says,” said Browning. “We’re not terminating you. We think, though, that you might want to leave.”

  Rob waited.

  “We know that leaving under these circumstances isn’t easy,” said Browning. “And because of that, and because you’ve done a fine job in helping remind us of why we’re all here in banking, of what this profession can be at its finest, we thought we might like to help you in a small way. If you did choose to leave, that is.” Browning held out a hand and Caplan passed him a file that had been sitting on the table beside him. The Captain opened the file. He picked up a check and slid it over the table to Rob.

  Rob glanced at it.

  “Of course, we’ll ask you to sign a confidentiality agreement relating to this sum and all details of any agreement between us,” said Caplan. “You may consult an attorney, but you should be aware this offer stands only until five P.M. tomorrow. After that, it’s off the table. You are also reminded that all of your other contractual obligations remain in force despite any agreement we may or may not come to over this. These contractual obligations include the obligation to refrain from any action or statement, explicit or implied, that may be construed as putting Dyson Whitney in a negative light both while you are employed at Dyson Whitney and after you have left. You should be forewarned that Dyson Whitney will vigorously pursue its rights in this respect. Furthermore, this is not an admission of liability on the part of Dyson Whitney. If you do choose to accept this offer…”

  Catch-22, thought Rob, looking at the check as Caplan continued speaking. That’s what Cynthia Holloway had said. They only pay you to leave when you don’t want to. But not always, he thought. Once in a while, maybe once every ten years, they must sucker themselves into paying someone to leave who wants to leave anyway.

  “Double it,” he said to Browning, cutting right across the lawyer, who was still citing an endless list of caveats and conditions.

  “Mr. Holding!” said Caplan. “Dyson Whitney is offering you two million dollars purely out of concern for your welfare and is under no obligation to offer you any payment whatsoever and you are more than welcome to continue your employment if that is—”

  “Lou,” said Browning. “Enough.”

  Caplan fell silent.

  “Double it, Mr. Browning,” said Rob.

  “Don’t you think you should look at the confidentiality agreement first?” said Browning.

  Rob held out his hand. Browning took a set of three stapled pages out of the file and gave it to him.

  Rob glanced over the pages. He looked up and nodded.

  “Four million?” said Browning.

  Rob nodded again. Four million for walking away from a place he had decided to leave anyway, for keeping quiet when there was nothing more he could really say. Browning was right. Rob knew the internal investigation was a whitewash, but even if he wanted to, he would never be able to prove that what had happened was because of the culture of the bank itself. He had only ever dealt with Stanzy and Menendez, and Browning had made sure they had already taken the fall.

  But they wanted him gone, and were prepared to offer him two million to make it happen. If they were prepared to offer him that, Rob figured, they were prepared to offer him more. No one ever started with their bottom line. Not in a bank.

  On the other side of the table, Nardini and Caplan glanced at Bob Browning, waiting to see what he would say. Creatures of Wall Street themselves, they all assumed the analyst across the table wanted a career on Wall Street just like them and would fight for it. Well, if Holding had a career, it wasn’t going to be at Dyson Whitney. As long as he remained at the bank, he would be a walking indictment of everything they were, a focus of subversion boiling away in the bullpen. The MDs had met. Not one of them was prepared to work with him. They wanted him gone, any way they could get rid of him. But he couldn’t be terminated, not yet. Publicly, the bank had just praised him for his honesty and determination. And if they terminated him in three months, or six months, or a year, and if it turned out that he hadn’t been staffed on a single project, that he’d been turned into some kind of pariah because of the honesty and determination the bank had praised, they’d be under fire all over again. That was the last thing the Captain wanted. As it was, they were going to struggle to recover from this. Clients were already pulling out of engagements and taking their business elsewhere. This had to go away as quickly as it could, not come back a second time around. Any deal lost because of this—even one lost deal—would cost the bank a lot more than Holding, on the other side of the table, was demanding.

  “Done,” said Browning. He tore up the first check, pulled out a second, blank check from the back of the file, and filled it out. He signed it and passed it over to Frank Nardini for a countersignature. Then he took back the agreement from Rob, crossed out the sum mentioned on the first page, and wrote in the new sum. He did the same with a second copy of the agreement.

  “Sign them,” he said.

  Rob turned to the back page and signed. He initialed the pages. He repeated the procedure with the second copy of the agreement.

  Browning did the same. Then he handed the check and a copy of the agreement to Rob.

  “We’re done,” said Browning.

  Nardini grinned cruelly. “You’d better make that last, son. I don’t think you’ll be getting a job on the Street anytime soon.”

  “I don’t think I’ll be looking,” said Rob.

  “Really?”

  “See, I had a friend. He’d be alive today but for the problems at Dyson Whitney, which your internal investigation proved aren’t part of the culture. I think I might do what he was going to do.”

  “And what was that?” said Browning.

  “Hunt down corporate crooks. Bring them to court. Put them behind bars. You know what? Turns out the DA’s quite keen to have me on his team. Thinks I might know a thing or two. It doesn’t pay that well, though.” Rob picked up the check and smiled. “I would have walked away without this. But thank you. I appreciate it.” He put the check in his pocket. Then he took his copy of the agreement and got up. “I sure hope you’re right about the problems here, Mr. Browning. Not being part of the culture, I mean. Every one of your associates has my number. You take care.
I’ll be watching.”

  This is a work of fiction. All of the characters, organizations, and events portrayed in this novel are either products of the author’s imagination or are used fictitiously.

  THOMAS DUNNE BOOKS.

  An imprint of St. Martin’s Press.

  DUE DILIGENCE. Copyright © 2011 by Jonathan Rush. All rights reserved. For information, address St. Martin’s Press, 175 Fifth Avenue, New York, N.Y. 10010.

  www.thomasdunnebooks.com

  www.stmartins.com

  ISBN 978-0-312-55977-9

  First Edition: May 2011

  eISBN 978-1-4299-2346-0

  First Thomas Dunne Books eBook Edition: May 2011