Due Diligence

by Grant Sutherland

  ‘I’ll have a look at it on Monday.’

  ‘Monday?’ She’s appalled.

  And then, as if summoned, Mannetti appears on the doorway.

  ‘Private party?’ he enquires.

  He flashes a grin too, and looks about to enter but he’s picked an extremely inappropriate moment to apply his boyish charm. Karen rolls her eyes. I excuse myself, explaining that I have some rather serious business to attend to downstairs.

  11

  * * *

  Vance has just returned from his presentation. The Corporate Finance team spends hundreds of man- hours each year doing the rounds of the institutions, talking them out of their money or drumming up support. This time it's support for the Meyers: Sandersons will have been equally busy on behalf of Parnells. Tinker sessions, Vance calls these presentations, a fair description: each one a door-to- door sales pitch, the salesmen dressed by Armani. Vance is talking with Cawley when I enter his office.

  ‘Success?’ I venture.

  Vance suggests to Cawley that it might be an idea to grab a sandwich, and Cawley takes the hint and goes. As soon as the door closes, Vance’s carefree look evaporates.

  ‘Another presentation like that, and this bid is dead in the water.’ He gets to his feet. ‘They didn't want to hear what the Meyers have got planned for Parnells. They wanted to hear about us. Carltons.’

  ‘The share price?’

  ‘Every damn thing. Is it true the DTI are investigating us? Did Daniel leave any deals in the bottom drawer? Are the police looking here for the murderer? Everything.’

  He opens his copy of the Evening Standard and drops it in front of me. In the business section, speculation on the fate of Carlton Brothers has displaced the Parnells takeover as the lead story. There’s a picture of Daniel lifted from last year’s annual report. A cold ripple runs up my spine.

  Frowning, I drop the paper into the bin. I ask Vance how much we already have of Parnells.

  ‘Forty-five per cent. Postal acceptances won’t get us there. We’ve stopped dead.’ He says that he’s had no luck with Bainbridge either: now we’re relying absolutely on Ian Parnell breaking ranks with his family. Vance rubs his forehead. ‘Even Reuben’s angry, he’s asking what the hell's happening here at Carltons. And do you know what? I honestly can’t tell him.’

  ‘It isn’t easy for any of us, Stephen.’

  ‘Bloody Daniel. He couldn’t even die without making trouble.’ Then he realizes what he’s said.‘Sorry, Raef.’

  I tell him it’s all right. But it isn’t. It’s not what he’s said that disturbs me, it’s his whole manner: this tenseness isn’t like him at all. And it’s more than just the bid. I’m starting to wonder if there might not be something behind Ryan’s suspicions. Not murder, I don’t believe that, but there’s definitely something going on with him. Twintech?

  Haywood pokes his head in. ‘Ian Pamell’s here.’

  Vance straightens, instantly alert. ‘Is he selling?’

  Haywood laughs. ‘Give him a chance. He wanted lunch, so I brought him over. I’ll bring him in.’

  When Haywood returns and ushers Ian Parnell, my first impression is of weakness: Ian’s handshake is limp and his chin recedes. He’s dressed like Haywood, an expensive pinstripe and a quiet tie — if I saw him in the street I wouldn’t look twice. Vance asks how the Hunt went; Haywood draws Ian Parnell into the conversation, but Ian is distracted - he has other concerns just now than the field. If his uncle, or Darren Lyle, found that he’d come over to see us, they’d lynch him. Eventually Vance mentions Parnells.

  ‘We’d rather hoped your uncle might have found time to see us.’

  ‘My uncle,’ Ian murmurs, dismissive. We wait, but Ian isn’t inclined to elaborate. He turns to Haywood. ‘Are we going to eat?’

  Vance tells Haywood to show Ian around, adding that he might join them after lunch.

  The moment the door closes Vance raises an eyebrow.

  ‘Sounds like a split?’ I say.

  He swivels in his chair. ‘He wants to sell or he wouldn’t be here. But he might need some encouragement. How did he seem to you?’

  ‘Weak.’

  ‘Too much money too young.’ Giving me a wry look, Vance adds, ‘Not a hard and fast rule, of course.’

  A few more moments’ thought, then he slaps his hand down on the desk with real force. I lift my head in surprise.

  ‘We’re not going to lose this,’ he says. ‘Not to Darren bloody Lyle.’

  12

  * * *

  At two o’clock Celia Stewart arrives unannounced. I’m perched on the edge of Cawley’s desk when I see Henry approaching with her beside him; he must have gone out to reception to sign her in. An odd silence descends. Everyone is gawking at Celia, but pretending not to. She’s dressed in a bright red jacket and skirt; and she’s smiling too, no-one’s idea of the heartbroken widow. Henry explains to me that Celia’s come to get the personal effects from Daniel’s office. ‘I’ve gotta get back,’ he says, jerking a thumb towards the Dealing Room. He wants nothing to do with this.

  As I walk her down the corridor, Celia asks if I’ve found Daniel’s will yet. I grimace. The folder is still in my office, unopened.

  ‘It’s okay,’ she says. ‘You must’ve been pretty busy.’

  I unlock Daniel’s office, and she passes in, stopping in the middle of the room.

  ‘There’s a few pictures on the desk,’ I say. I’m not at all sure what Inspector Ryan would think of this visit, but he need never know. ‘Have a look in the drawers, too, there might be something.’

  Celia seems in no rush. She runs a hand over the bookshelf. ‘Do you remember when he started here?’ She looks back over her shoulder. ‘He brought a new book home every day. Like a kid.’ Her hand slides from the books. She crosses to the desk and opens the drawers, searching them one by one. ‘I’m meant to be seeing the lawyers later,’ she says. ‘I suppose I can cancel it.’

  The will. It occurs to me now that this is really what she’s come for. I tell her that if she can wait ten minutes, I’ll look through the folder now. She nods, and searches the drawers. After considering several items, finally all she takes from his office are the pictures.

  In my office, she stands at the window while I pore through Daniel’s folder. When I come across their marriage licence, I glance up. Celia is gazing out at the City. Marriage: who ever knows? I recall when Vance’s marriage ended. They’d come down to Boddington the month before, a summer’s weekend, with their boys. Happy, relaxed and laughing, everything sunny and fine. A month later Vance and I were looking through some valuations together. ‘How’s Jennifer?’ I said. He didn’t even raise his eyes. ‘We’re getting a divorce.’ Just like that; the bolt crashing from an unclouded sky. And then Celia and Daniel. The trouble between them was quite open, it seemed merely a question of when the final separation would come; but it never did. Their marriage, foundering and rudderless, never actually went down. And Theresa and I?

  I return my attention to the folder.

  After five minutes’ search, I find the will. This is a moment I’ve been dreading. Now I glance quickly over each clause, praying Daniel won't send us further suffering from the grave. To my immeasurable relief, I actually feel something like gratitude to Daniel for sparing us; there is no-mention of Theresa or Annie. It's dated the first week in January.

  ‘When did Daniel tell the lawyers he was rewriting the will?’

  ‘December.’ Celia turns from the window. ‘Is that it?’

  There’s a catch in her voice, she’s clearly been dreading this moment as much as me. She doesn’t know who Daniel intended to marry, but she knows there might be a name other than her own on the will.

  ‘You and the boys are the sole beneficiaries.’

  When I hand it over, she looks from the will back to me, and then she has to sit down.

  ‘I knew it’d be all right,’ she says. ‘I knew it would be.’

  Her cheerful bright red clot
hes, and the smile: all a front. She’s actually on the verge of tears. Embarrassed for her, I drop my eyes. Daniel. The pain he caused.

  And then I see it: the edge of a yellow page jutting from the folder. It’s the colour that catches my eye, the same colour as that paper I found in Daniel’s hidden drawer, the page describing the Odin deal. While Celia dabs at her eyes, I pull out the page. A row of numbers appears. I draw it out further, and now letters appear right to left. When the whole word is revealed, I just stare.

  ‘Shall I take it?’ Celia says.

  I look up. She is holding out the will.

  ‘Sure. I’ll drop the file around later.’

  As I rise and come around the desk to show her out, I glance down again at what I’ve found. It’s still there. I am not imagining it. Black letters on a yellow page, and the word underlined: Twintech.

  I need to find Hugh Morgan.

  13

  * * *

  ‘This was where?’

  ‘In his personal papers. A file from his study at home.’

  Hugh bites his lip, studying the yellow page. We’re outside the IT room at the back of Settlements, he’s taken off his jacket and loosened his tie. Still examining the page, he leads me inside.

  ‘His wife knew it was there?’

  ‘No.’

  Hugh takes out a slip of white paper from his jacket on the chair, and hands it to me. A list of numbers. ‘Familiar?’ he says.

  But it’s much more than familiar: it’s an almost identical list of deals to that on the yellow sheet I’ve just given him. We look at one another. Finally I flick the white page. ‘What is it?’

  ‘The deals Twintech put through during the last twelve months.’ He takes the white list back from me, and holds the two pages side-by-side. ‘You’re sure you’ve only just found this?’

  I tell him Celia left five minutes ago, and the circumstances, and that the folder’s still lying open down on my desk.

  ‘Daniel never gave any indication he was up to something?’ he asks.

  ‘Never.’ But Daniel, as I know too well, had no trouble keeping a secret when he chose. I tell Hugh that too. ‘But he didn't need the money. I don’t get it.’

  ‘You don’t have to,’ he says, raising the page. ‘This more or less proves it. Daniel was Twintech.’

  ‘Then who sent the note to Penfield?’

  ‘I’ don’t know.’

  ‘We can’t be sure Daniel was Twintech.’

  ‘True.’ He lifts the yellow page. ‘But how else do you explain this?’

  We both look at the sheet. What, I wonder, would Ryan make of it?

  ‘But Daniel couldn’t have been the only one in on it,’ Hugh decides. ‘Someone killed him.’

  ‘A partner?’

  ‘I’ll have the program finished in five minutes.’ He hands back the yellow sheet. ‘Hang onto it. When I’m done, I'll call down.’

  I can see that this sudden discovery doesn’t sit well with Hugh. He drops into his chair and starts work on his computer program: the trap. Hugh’s big idea.

  14

  * * *

  Becky asks where I’ve been hiding. ‘Calls?’ she says. ‘You want them alphabetical?’

  Standing in the doorway, she recites: Penfield has called twice, plus Fenwick, Leicester and several others; nothing from Darren Lyle. When she's gone, I ring Penfield and brace myself.

  ‘Well,’ he says sarcastically, ‘managed to find a minute, have we?’

  ‘Morgan thinks he’s found a name.’

  There’s a pause. ‘Yes?’

  ‘We’re pretty sure it’s been done through a company called Twintech. He’s still working on it.’

  ‘How bad?’

  The big question, the one that will decide Penfield’s own fate. If Carltons can take the loss on the chin, Penfield will ride out any subsequent inquiry; but if the loss isn’t containable, if the Bank of England has to intervene publicly, his head goes on the block.

  ‘Containable,' I tell him. 'The losses aren’t a problem.’ I can actually hear him breathing. ‘Less than two million,’ I say.

  ‘First decent news you’ve given me all week.’

  ‘Roger, we need more time to find out who’s behind it. A few more days.’

  He erupts. ‘Time!’ A string of expletives follows, coupled with some very pointed advice. I hold the phone away from my ear. Twice I try to cut in, but each time he roars over me. ‘Have you seen your bloody share price? Have you?’ he shouts. ‘Because the BIS have; I’ve been on the bloody phone to them for half an hour assuring them you’re not going down. Do you hear that? Close-of-trade Friday night!’ He slams down his phone.

  I sit dazed a moment. Any hope of reprieve from Penfield is gone. But what has really unnerved me is his mention of the Bank of International Settlements: the central banker’s Central Bank simply can’t be ignored; not by Penfield, and certainly not by us.

  I hit the intercom and ask Becky to have Gordon Shields come up. ‘He’s been trying to get you too,’ she says.

  I’m not at all surprised.

  Gordon, when he arrives, is agitated but under control. Just. ‘Finally,’ he mutters. He makes his displeasure clear by a look, then he sits and spells out our capital position: our deposit base is haemorrhaging; we’re moving perilously close to a breach in capital adequacy. Gordon delivers this information in a voice leaden with foreboding. I suggest some possible asset revaluations, but he tells me that this is just playing at the edges of our problem.

  ‘If you can’t stop the fall in Carltons’ share price,’ he says, ‘we won’t stop the withdrawals.’

  ‘The BIS have been onto Penfield. We’ve been noticed.’

  Gordon groans. We discuss the situation a minute longer, but it’s obvious that we’re both equally helpless in the face of the falling share price. He says he feels like he’s walking through a nightmare. I am beginning to know the feeling only too well myself. Finally he leaves me, going back to manage the decline in our fortunes as best he can.

  Alone for a moment, I try to collect myself. My grandfather used to say that behind every crisis there was always someone who’d lost his head; and by that definition, we’re moving close to a crisis now. Gordon isn’t a man who would break easily, but he’s definitely rattled.

  So now where are we? We still have no idea who murdered Daniel, and Carltons, following this week’s endless troubles, is starting to crumble away. Ryan still believes the murderer is in the bank, Hugh thinks Daniel was part of the Twintech fraud, and Penfield, God help us, is sending in his Investigation Unit tomorrow night. Our problems won’t be solved by unmasking the fraudster, not now. This whole thing has been pushed from behind closed doors into the marketplace. If Penfield were to publicly give Carltons a clean bill of health, even that wouldn’t save us.

  What the market wants to see is a real financial commitment from someone; what the market wants to see, as always, is cash. I jot some numbers on my pad; cross these out, and guess again. How much, I wonder, is Boddington actually worth?

  15

  * * *

  My father tugs at his earlobe, and nods occasionally to show he’s listening. When I mention the BIS, and repeat Gordon’s opinion that we'll be in breach of Capital Adequacy by Monday, he frowns. Then I find myself faltering. We’ve yet to speak a word on the subject, but we both know there’s only one question to be decided between us: do we risk Boddington and make an attempt to save Carltons, or do we let the bank go without a fight? Finally I take a breath, about to raise the subject, but my father interrupts.

  ‘Penfield’s been onto me. There’s a possibility of a merger.’

  It stops me dead. ‘Not Sandersons.’

  My father looks horrified. ‘God no. American Pacific. I’ve just left Charles over there with Gifford. It looks like he might be amenable.’

  This leaves me floundering a moment. Instead of being at the forefront of this whole business, as I’d thought, I’m actually several paces beh
ind.

  ‘When’s all this happened?’

  ‘I couldn’t get hold of you, Raef. Nothing’s decided yet. I thought it was best to be prepared though.’

  ‘Is Penfield pushing this?’

  ‘Charles and I raised the possibility with him earlier this afternoon. He said he was already thinking along the same lines. A merger, I mean.’

  So Penfield already knew about this when he chewed my ear off. ‘How’s this been left with Gifford?’ I ask, put out. ‘What’s Charles discussing with him? The price?’

  ‘Raef, they’re just preliminary discussions. We can’t even be sure Gifford will want us after this.’ He nods to the Reuters. The slide in Carltons continues. My face flushes hot with anger and shame. This is a measure of how far we’ve fallen: a year ago Gifford would have paid a substantial premium to get us, but now Charles Aldridge is over there pleading, cap in hand. Suddenly we need a big brother.

  ‘I think there’s an alternative.’

  ‘Yes.’ He inclines his head. ‘But do you agree a merger with American Pacific would be best, should any alternative fail?’

  As usual, the oblique approach.

  ‘It wouldn’t be a merger,’ I tell him. ‘We’d be lucky if Gifford let us keep our name on the door.’

  ‘It’s a fall-back position.’

  ‘It’s a surrender.’

  ‘Raef,’ he says. ‘Please.’

  I ask him how much we’re talking about.

  ‘We can discuss that. For now I just need to know that you agree.’

  Crossing to my desk, I sit down. Somehow this whole business seems unreal. This is Carlton Brothers we’re discussing here. A week ago this was one of the few remaining independent merchant banks in the country. A week ago I was getting ready to leave for the party on the boat; and now my oldest friend is dead, and here I am with my father discussing how best to manage the Carlton family’s departure from the City. But this is actually happening. Worse, I have to admit to myself that my father has probably done what’s best. We can’t just hang on and hope. If Gifford can be convinced of our worth, we’d be well advised to cut some kind of deal with him while we still have an asset to sell. I squeeze my temples.